TCR_Public/090211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 11, 2009, Vol. 13, No. 41

                            Headlines


3900 LLC: BofA Loses Bid to Deem Firm as Single Asset Real Entity
ACCENTIA BIOPHARMA: PPD Records $7MM Asset Impairment Charges
ADVANCED MICRO: Fails to Get Enough Shareholder Votes for Spinoff
AIRBORNE HEALTH: Moody's Cuts Corp Rating to Ca on Loan Violations
AMERICAN GENERAL: S&P Downgrades Counterparty Rating to 'BB+/B'

AMERICAN MEDIA: Eight Members Resign From Board of Directors
AMERICAN MEDIA: Closes $570MM Debt-Exchange & Signs New Indentures
AMERICAN TONERSERV: Board Elects Chuck Mache as President & CEO
APPALACHIAN OIL: Case Summary & 20 Largest Unsecured Creditors
ARCLIN CANADA: Q4 Covenant Violation Cues S&P's Junk Rating

ASPEN JETRIDE: Files for Chapter 7 Liquidation in Arkansas
ASARCO LLC: Creditors Panel Tap Exponent Inc as Consultants
ASARCO LLC: Settles City of Denver Claim for $640,000
ASHTON WOODS: Posts $18.6 Million Net Loss for Qtr. Ended Nov. 30
AXS-ONE INC: Allan Weingarten Resigns From Board

BELDEN INC: Moody's Changes Outlook on 'Ba1' Rating to Negative
BLACK GAMING: Forbearance Agreement Extended Until Feb. 12
BRAY & GILLESPIE: Disclosure Statement Hearing Set for March 23
BRUNO'S SUPERMARKETS: Can Hire Burr as Bankruptcy Counsel
BRUNO'S SUPERMARKETS: Can Hire KCC as Notice and Claims Agent

BRUNO'S SUPERMARKETS: Court Approves Najjar as Conflicts Counsel
BRUNO'S SUPERMARKETS: Court OKs NatCity/SSG as Investment Banker
BUILDING MATERIALS: David Harrison Changes Status to Consultant
CABLEVISION SYS: S&P Sees Aggressive Fin'l Policy, Stays at 'BB'
CARITAS HEALTH CARE: Files Chapter 11 to Close Queens Hospitals

CALIFORNIA STATE: Will Sell $200 Mil. in Bonds to Bay Area Agency
CDX GAS: Files Schedules of Assets and Liabilities in Texas
CFM US: Won't Pursue Chapter 11 Plan; Seeks Case Conversion
CHARTER COMM: In Talks With Bondholders; Mum on Bankruptcy Rumors
CHECKER MOTORS: Seeks to Modify Labor Pact & Cut Retiree Benefits

CHECKER MOTORS: Taps Carson Fischer as Bankruptcy Counsel
CHECKER MOTORS: Taps McCarthy Smith as Labor Counsel
CHEMTURA CORP: Discusses Actions to Improve Liquidity
CHESAPEAKE CORP: Sec. 341 Meeting Slated for February 20
CHESAPEAKE CORP: Gets Go-Signal to Hire Hunton & Williams

CHESAPEAKE CORP: May Hire Hammonds LLP as European Counsel
CHESAPEAKE CORP: Debtors Files Schedules of Assets & Liabilities
CHRYSLER LLC: Faces $110M Suit by Faurencia for Research Costs
CHRYSLER LLC: Asks Dealers to Order More to Hit Viability Plan
CLEAR CHANNEL: Taps $1.6BB of Credit Facility, Stirs Up Doubt

CNA FINANCIAL: Moody's Affirms Subordinated Debt Rating at 'Ba1'
COBBLESTONE ESTATES: Case Summary & 4 Largest Unsecured Creditors
COMDISCO HOLDING: Reports Fiscal 1st Quarter 2009 Results
COREL CORP: Nov. 30 Balance Sheet Upside Down by $8.3 Million
COUNTRY COACH: Creditors File Involuntary Chapter 11 Petition

CSC HOLDINGS: Moody's Assigns 'B1' Rating on $500 Mil. Notes
CSC HOLDINGS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes
DBSI INC: Unit's Voluntary Chapter 11 Case Summary
DE KALB COUNTY: S&P Slashes 2005 Bonds to CCC on Funding Woes
DECODE GENETICS: Moves Listing of Stock to Nasdaq Capital Market

ENVIRONMENTAL TECTONICS: Has $12MM Stockholder Deficit at Nov. 28
ENVIRONMENTAL TECTONICS: Emerald Advisers Reports 6.55% Stake
EPIX PHARMACEUTICALS: Robert Perez Resigns From Board
FORTUNOFF HOLDINGS: Court Extends Schedules Filing Until March 6
FORTUNOFF HOLDINGS: Can Hire Sidley Austin as Bankruptcy Counsel

FORTUNOFF HOLDINGS: Can Use $10MM of Wells Fargo's 90-Day DIP Loan
FREESCALE SEMICONDUCTOR: Invites Noteholders to Join New Loans
FREESCALE SEMICONDUCTOR: Posts $7.9 Billion Net Loss in 2008
GAINEY CORP: Court Sets March 23 Deadline to File Proofs of Claim
GAINEY CORP: Asks Court to Extend Plan Filing Period to March 31

GAINEY CORP: Asks Retroactive Approval of Sale of 10 Tractors
GENERAL GROWTH: A Chapter 11 Filing Won't Affect Malls
GENERAL MOTORS: Will Lay Off 14% of Work Force This Year
GLOBAL AIRCRAFT: Three Creditors Have Over $7.8 Million in Claims
GLOBAL BEVERAGE: Sells Beverage Network to Master Distributors

GOLDEN EAGLE: Enters Into 4 Common Stock Subscription Agreements
HARRY & DAVID: Reports Second Quarter Fiscal 2009 Results
HARRY & DAVID: Eroding Operating Trends Cue S&P's Junk Ratings
HAYES LEMMERZ: Tight Liquidity Cues S&P's Rating Cut to 'CCC+'
IDEARC INC: Moody's Says Bankruptcy A Solution, Rating Cut to Caa2

IL LUGANO: May Sell Condo Unit at Reduced Price of $580,000
INCYTE CORP: Matthew Emmens Resigns From Board
INTERNATIONAL SILICON: Voluntary Chapter 11 Case Summary
JACOBS ENTERTAINMENT: S&P Affirms Corporate Credit Rating to 'B-'
KEYSTONE AUTOMOTIVE: Weak Credit Metrics Cue Moody's Junk Ratings

LEHMAN BROTHERS FINANCE: Voluntary Chapter 15 Case Summary
LEHMAN BROTHERS: Two Units' Chapter 11 Case Summary
LINEAR TECHNOLOGY: Issues Revised Fiscal Q2 2009 Results
LATHAM MANUFACTURING: Moody's Withdraws 'Caa1' Ratings
LYONDELLBASSEL: Acceleration of 2015 Notes Could Cue Bankruptcy

LYONDELL CHEMICAL: Gets TRO on Noteholders Action vs. Parent
MCCLATCHY CO: Gets NYSE Non-Compliance Note As Stock Under $1
MCCLATCHY CO: Posts $21.7 Million Net Loss in 4th Quarter
MAGNA ENTERTAINMENT: Unit Applies for VLT License in Anne Arundel
MCKESSON CORPORATION: Moody's Assigns Low-B Shelf Ratings

MEDICAL SOLUTIONS: Gets Termination Notice on Reorganization Pact
MODINE MANUFACTURING: Delays Filing of 3rd Qtr Fiscal 2009 Report
MODINE MANUFACTURING: Obtains Waiver on Covenant Default
MUZAK HOLDINGS: Files for Chapter 11 Bankruptcy Protection
MUZAK HOLDINGS: Case Summary & 30 Largest Unsecured Creditors

NEW CENTER: S&P Downgrades Ratings on Asset-Backed Notes to 'B'
NORTEL NETWORKS: Obtains Extension of CCAA Stay Period
NORTEL NETWORKS: Gets Continued Access to EDC Support Facility
OPEN ENERGY: Nov. 28 Balance Sheet Shows Strained Liquidity
OPEN ENERGY: Changes Business Name to "Applied Solar"

PALM INC: Board Appoints Rajiv Dutta as Director
PRB ENERGY: Emerged From Bankruptcy on February 2
PULTE HOMES: Posts $1.5 Billion Net Loss for Year Ended Dec. 31
PWJ HOLDINGS: Voluntary Chapter 11 Case Summary
RH DONNELLEY: Moody's Slashes to Caa1, Says Bankruptcy A Solution

RVI GUARANTY: Fitch Downgrades Insurer Strength Rating to 'BB'
S&K FAMOUS BRANDS: Files for Chapter 11 Bankruptcy Protection
SBARRO INC: Provides Preliminary 4th Qrtr. & Fiscal 2008 Results
SEMGROUP LP: Wants Feb. 23 Auction or Wind Down for Asphalt Biz
SIMMONS COMPANY: Gets Forbearance Until March 31 for $200M Notes

SMITTY'S BUILDING: Wants March 30 as General Claims Bar Date
SMITTY'S BUILDING: Section 341(a) Meeting Set for February 25
SMITTY'S BUILDING: US Trustee Forms Seven-Member Creditors Panel
SMITTY'S BUILDING: Gets Final Approval to Access BoA DIP Facility
SOUTHEAST BANKING: Court Okays Payment of Break-Up Fee to Modena

SOUTHEAST BANKING: Court Sets March 9 Plan Confirmation Hearing
SOUTHWEST CHARTER: GE Wants Ch. 7 Conversion or Collateral Release
SPECTRUM BRANDS: Court Confirms Admin. Status of 20-Day Goods
SPECTRUM BRANDS: Starts Review on Leases; Rejects 5 Contracts
SPECTRUM BRANDS: Court Defers 341 Meeting & Panel Appointment

SPECTRUM BRANDS: Court Moves Schedules Filing Deadline to May 19
SPECTRUM BRANDS: Posts $112.7MM Net Loss for Qrtr. Ended December
SYNOVICS PHARMACEUTICALS: Posts $4MM Net Loss in FY Ended Oct. 31
SYNTAX-BRILLIAN: Plan Solicitation Period Extended to April 20
TCW OAK: Moody's Junks Ratings on Three Classes of Notes

TROPICANA ENTERTAINMENT: Panel Drops Bid to Hire Fox Rothschild
TROPICANA ENTERTAINMENT: Panel Taps Sills Cummis as NJ Counsel
UNIGENE LABORATORIES: Eiref Joins to Compensation & Audit Panels
US ENERGY: Wants More Time To Complete Sale of Biogas Assets
VELOCITY EXPRESS: Gets Nasdaq Delisting Notice; to Seek Hearing

VERASUN ENERGY: Creditors Panel Wants Garden City as Info. Agent
VERASUN ENERGY: Seeks Permission to Pay $4MM in Insurance Premiums
VERASUN ENERGY: U.S. Trustee to Continue 341 Meeting on March 5
VONAGE HOLDINGS: Market Value $100-Mil.; Receives NYSE Notice
WASHINGTON MUTUAL: Gets Permission to Sell FTV Stake for $3.2MM

WASHINGTON MUTUAL: Pens Deal Continuing Towers Perrin's Services
WASHINGTON MUTUAL: Gave $151MM to Bank Unit 1 Yr. Before Collapse
WASHINGTON MUTUAL: Gets Okay to Pay November Bankruptcy Fees
WAVE SYSTEMS: Regains Compliance with NASDAQ Market Cap Rule
YELLOW BLUFF: Mum About January Chapter 11 Filing

YELLOWSTONE CLUB: Former Owner Tim Blixseth May Try to Buy Firm

* David Shaev Joins NACBA in Efforts to Modify Bankruptcy Law
* Treasury Says Changes in Bank Bailout Minor

* Upcoming Meetings, Conferences and Seminars


                            *********

3900 LLC: BofA Loses Bid to Deem Firm as Single Asset Real Entity
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has denied
the motion of Bank of America, N.A., as trustee for the registered
holders of Morgan Stanley Capital I Inc. Commercial Pass-Through
Certificates, Series MSCI 2004-HQ3, to designate 3900, LLC, as a
single asset real entity (SARE) as defined by Sec. 101(51B) and
requiring the Debtor to comply with the provisions of Sec.
362(d)(3) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Bank of America asserted that the Debtor is a SARE because it
consists of a single property or project, the rental payments
collected from the real property comprise the Debtor's sole source
of income; and the Debtor conducts no business other than the
operation of the real property.

As a SARE, the Debtor is required, within 90 days of its
bankruptcy filing, to either file a confirmable plan of
reorganization or to commence monthly debt service payments.
Absent compliance with these requirements, Bank of America is
entitled to relief from the automatic stay.

Based in Las Vegas, 3900, LLC also known as Michael's Plaza, owns
and operates a shopping center in Tempe, Arizona.  Revenue
consists of rental income and common area maintenance charges paid
by tenants in the shopping center.  The company filed for Chapter
11 relief on Oct. 17, 2008 (Bankr. D. Nev. 08-22163).

Matthew L. Johnson, Esq., at Matthew L. Johnson & Associates,
P.C., represents the Debtor as counsel.  In its schedules, 3900,
LLC listed total assets of $18,142,411, and total debts of
$10,086,336.


ACCENTIA BIOPHARMA: PPD Records $7MM Asset Impairment Charges
--------------------------------------------------------------
PPD, Inc., has recorded $7.0 million in asset impairment charges
resulting from Accentia Biopharmaceuticals, Inc.'s bankruptcy
filing in November 2008.

On Monday, PPD reported net revenue of $368.2 million for the
fourth quarter of 2008, compared to net revenue of $375.0 million
for the fourth quarter of 2007.  PPD also reported that net
revenue for the full year ended December 31, 2008, was
$1.57 billion, an increase of 11.0% compared to net revenue of
$1.41 billion for the full year 2007.  Full year 2008 income from
operations was $281.8 million, an increase of 22.5% compared to
income from operations of $230.0 million for the same period in
2007.

PPD Inc. -- http://www.ppdi.com/-- is a global contract research
organization providing discovery, development and post-approval
services as well as compound partnering programs.  PPD's clients
and partners include pharmaceutical, biotechnology, medical
device, academic and government organizations.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M. D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida, represent the Debtors as counsel.  The Official Committee
of Unsecured Creditors selected Paul J. Battista, Esq., at
Genovese Joblove & Battista, P.A. as its counsel.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.


ADVANCED MICRO DEVICES: Fails to Win Enough Votes for Spinoff
-------------------------------------------------------------
Jerry A. Dicolo at The Wall Street Journal relates that Advanced
Micro Devices has failed to gain enough shareholder votes on
Tuesday to approve the spinoff of its manufacturing operations.

AMD's Special Meeting of Stockholders at the Hilton Austin
Airport, 9515 Hotel Drive in Austin, Texas, has been adjourned
until 10:00 a.m., Central Standard Time, on February 18, 2009, at
the Hilton Austin Airport, 9515 Hotel Drive in Austin, Texas.  At
that meeting, a stockholder vote to approve the issuance of AMD
shares and warrants pursuant to the Master Transaction Agreement
will take place.

The meeting is being adjourned to provide AMD with additional time
to solicit proxies from its stockholders to establish the
requisite quorum for the conduct of business at the Special
Meeting of Stockholders.  A majority of AMD's shares that were
outstanding at the close of business on January 15, 2009, need to
be present at the meeting, either in person or by proxy, to
establish a quorum.  As of February 10, approximately 42% of those
shares have been voted, with approximately 97% of votes cast in
favor of issuing the additional shares and warrants.

According to WSJ, a shareholder vote is the last major condition
required before AMD can close a deal to spin off its chip
production division into a new venture, known as The Foundry
Company, which it will jointly own with Advanced Technology
Investment Co., an investment entity associated with the
government of Abu Dhabi.

WSJ quoted AMD spokesperson Drew Prairie as saying, "We had set an
aggressive schedule for the shareholder meeting.  In restrospect,
it was maybe too aggressive, and we need a litte more time for
stockholders to participate in the vote."

WSJ states that stockwatchers expect that the spinoff deal will be
approved when the stockholders' meeting reconvenes.

WSJ quoted Caris & Co. analyst Betsy Van Hees as saying, "It's
just a delay, and a delay that could consequently push out the
closing date of the venture."  According to the report, Ms. Van
Hees admitted, "We were largely expecting this to be just a
formality, so this does certainly give us increasing cause for
concern."

                       About Advanced Micro

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

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

                          *     *     *

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


AIRBORNE HEALTH: Moody's Cuts Corp. Rating to Ca on Loan Default
----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Airborne
Health, Inc., including the corporate family rating to Ca from
Caa1, probability of default rating to D from Caa2, and bank loan
rating to Ca from Caa1.  The downgrades follow covenant violations
at the end of the company's second quarter and Airborne's failure
to pay a principal installment of $3.0 million on January 31,
2009, which constitutes an event of default under the credit
agreement.  The outlook for the ratings is negative.

Despite a greater degree of visibility on the regulatory front
following the resolution of legal issues, including follow-on
claims by state attorney generals, Moody's believes that the
company is not appropriately capitalized to enable the company's
new management team to focus on challenging operational issues.
The downgrade also takes into account the company's very small
revenue base, very high leverage, undiversified product offering,
the potential effects of an economic slowdown on consumer
spending, very high seasonality in the category, and dependence on
larger retail customers for the distribution of its products
amidst intense competition from a variety of branded and private
label products.

Following a weak winter season to date and payments to settle
legal issues which followed the settlement of a class action
lawsuit, Airborne's liquidity is extremely poor: The company has
no access to its revolver and, under the agreement, the lenders
have the right to accelerate outstanding loans.

Moody's took these rating actions:

  -- Downgraded the Corporate Family Rating to Ca from Caa1;

  -- Downgraded the Probability of Default Rating to D from Caa2;

  -- Downgraded the $20 million first lien secured revolving
     credit facility due 2012 to Ca (LGD 4, 64%) from Caa1
     (LGD 3, 35%);

  -- Downgraded the $135 million first lien secured term loan due
     2012 to Ca (LGD 4, 64%) from Caa1 (LGD 3, 35%);

The outlook for the ratings is negative.

Subscribers can refer to Moody's Credit Opinion for Airborne
Health, Inc., on moodys.com for additional information.

The previous rating action for Airborne was on May 1, 2008, when
Moody's downgraded the company's corporate family rating to Caa1
from B3, under review for a further downgrade, because of ongoing
concerns regarding the company's liquidity profile and delays in
seeking and obtaining covenant amendments from the company's
senior secured lenders.

Airborne Health, Inc, headquartered in Bonita Springs, Florida,
markets the "Airborne" effervescent health formula that is
designed to support the immune system.  The company's products are
distributed nationwide through about 70,000 supermarkets,
drugstores, discounters, club stores, and other retail locations.
Airborne generated net revenue of $85 million for the twelve
months ended October 31, 2008.


AMERICAN GENERAL: S&P Downgrades Counterparty Rating to 'BB+/B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on American General Finance Corp. to
'BB+/B' from 'BBB/A-3' and removed it from CreditWatch Negative,
where it was placed Oct. 8, 2008.  The outlook is negative.

"The company's credit profile is under pressure because of 1ess
secure access to funding, deteriorating asset quality, diminished
operating flexibility reflecting the difficulties of its parent,
and a weak market environment for consumer-related businesses.
However, the current rating takes into account some funding
support from the company's parent in the near term, and the
prospect that this would give the company time to secure
additional funding sources," said Standard & Poor's credit analyst
Adom Rosengarten.

AGFC's liquidity profile remains uncertain because external
funding markets are closed to the company.  AGFC must rely on
portfolio cash flows, asset liquidations, and support from its
parent company to meet debt payments and other cash needs in the
near to medium term, but S&P believes the extent to which each of
these sources can be used is limited.  The company has
significantly reduced its origination volume to preserve cash, and
the rating takes into account limited support from AGFC's parent
company, American International Group Inc., in the near-to-medium
term.  In the past months AIG has shown itself willing and able to
provide support.  S&P believes this should give AGFC sufficient
time to determine a longer-term funding strategy.

At the same time, AGFC's earnings performance has been weak as a
declining economy has increased pressure on the company's consumer
lending base.  Pretax losses of $683 million for the first nine
months of 2008 reflect increasing credit-loss provisions and
intangible write-downs.  S&P expects fourth-quarter asset-quality
metrics to continue to deteriorate beyond normal seasonal levels
as the residential real estate market remains difficult.
Nevertheless, S&P recognize that noncash charges have been
responsible for most earnings losses to date, and although
delinquencies and charge-offs have deteriorated, AGFC remains
among the stronger players in the subprime lending industry.  The
2.19% charge-off ratio for third-quarter 2008 (compared to 1.16%
for the same quarter in 2007) remains below that of competitors.

The rating on AGFC's trust-preferred securities will remain at 'B'
and is removed from CreditWatch Positive.  This rating reflects an
expanded notching between this instrument and the counterparty
credit rating due to the company's weakening financial
flexibility.  At the same time, S&P is less concerned about the
U.S. government's forced suspension of equity-linked dividend
payments.  S&P had lowered its ratings on AGFC's trust-preferred
stock and certain other units of ultimate parent AIG because of
the U.S. Federal Reserve's Sept. 16, 2008, statement that the U.S.
government would have the right to veto AIG's common and preferred
dividends under the $85 billion credit line the Federal Reserve
Bank of New York extended to AIG.  S&P now believes, however, that
it is unlikely that AGFC's trust-preferred dividends would in fact
be vetoed.

The negative outlook reflects S&P's concern that weakening
economic conditions will continue to pressure AGFC's subprime
consumer base, possibly leading to materially higher credit losses
and further quarterly net losses in 2009.  Credit quality
deterioration beyond expected levels could lead to a downgrade.
The negative outlook also takes into account S&P's uncertainty
regarding AGFC's medium-to-long-term funding availability and the
limited nature of current liquidity sources.  AGFC has substantial
debt issuances coming due in the second half of 2009, and although
S&P believes that its current sources of liquidity should be
substantial enough to manage through these payments, S&P is
concerned about the draining effect these cash outflows will have
on the company's limited liquidity resources.

Although S&P believes these sources will be sufficient to cover
cash needs in the short-term, a longer-term solution has not been
established and the negative outlook reflects the risk that frozen
funding markets could outlast the company's current sources of
liquidity.  S&P will continue to monitor AGFC's liquidity
availability, and if more deterioration occurs as cash outflows
build, S&P could lower the rating further.  On the other hand, if
AGFC can determine a viable longer-term funding strategy and asset
quality metrics remain in a reasonable range for the rating, S&P
could change the outlook to stable.


AMERICAN MEDIA: Eight Members Resign From Board of Directors
------------------------------------------------------------
Effective as of January 30, 2009, Jeffrey Sagansky, Michael Garin,
Anthony J. DiNovi, Soren L. Oberg, Richard J. Bressler, Daniel G.
Ross, Saul D. Goodman, and Kathleen G. Reiland resigned as members
of American Media Operations Inc.'s board of directors.

Before their resignations, Mr. DiNovi and Mr. Ross were members of
the Company's Executive Committee and Compensation Committee and
Mr. Bressler, Mr. Garin and Mr. Ross were members of the Company's
Audit Committee.

              Appointment of Replacement Directors

Bradley G. Pattelli, Philip L. Maslowe, Marc Nuccitelli and
Charles C. Koones were appointed directors effective the same day
Mr. DiNovi, et al., were scheduled to leave their post.

Bradley G. Pattelli, age 42, has held various positions at Angelo,
Gordon & Company since 1998, and is a Managing Director and co-
head of the firm's leveraged loan business and portfolio manager
for several CLOs and a credit opportunities fund.  While at
Angelo, Gordon & Company, Mr. Pattelli has analyzed high yield
investment opportunities ranging from par loans to distressed
debt.  Prior to joining Angelo, Gordon & Company, Mr. Pattelli
served as a Portfolio Manager/Analyst at diSilvestri Asset
Management.  He also serves on the board of directors for
Thermadyne Holdings Corporation, a publicly traded supplier of
cutting and welding products.  Mr. Pattelli is a Chartered
Financial Analyst and has a B.S. degree from Notre Dame and an
M.B.A. degree from Columbia University School of Business.

Philip L. Maslowe, age 61, has served on the board of directors
and as the chairman of the audit committee for Delek US Holdings,
Inc., a diversified energy business, since May 2006, and has
served on the board of directors and audit committee, as well as
chairman of the human resources committee, of NorthWestern
Corporation, a publicly traded provider of electricity and natural
gas, since December 2004.  From March 2006 to February 2007, Mr.
Maslowe served on the board of managers of Gate Gourmet Group
Holding, LLC, a private company providing catering services to
airlines.  From 2002 to 2004, Mr. Maslowe served as a member of
the board of directors and audit committee, as well as chairman of
the corporate governance committee, of Mariner Health Care, Inc.,
a publicly-traded provider of post-acute health care services, and
as chairman of the board of directors, chairman of the audit
committee, and chairman or member of the compensation committee of
AMF Bowling Worldwide, Inc., a company that operates bowling
centers and holds an interest in a business that manufactures and
sells bowling equipment.  From 1997 to 2002, Mr. Maslowe served as
executive vice president and chief financial officer of The
Wackenhut Corporation, a provider of diversified outsourcing
services for security, staffing and privatized prisons.  Mr.
Maslowe holds a B.B.A. from Loyola University of Chicago and
received a Master of Management degree from Northwestern
University and is a certified public accountant.

Marc Nuccitelli, age 42, has served as managing director and
portfolio manager for Credit Opportunities for Brencourt Advisors,
an investment firm since December 2003.  From 2002 to 2003,
Mr. Nuccitelli served as senior vice president and head trader of
Avenue Capital, where he managed and traded a distressed portfolio
and co-managed a high-yield portfolio. From 2000 to 2002, Mr.
Nuccitelli served as a principal of the Global Special Situations
Group of Banc of America Securities, Inc.  Mr. Nuccitelli holds a
B.S. in Finance from Syracuse University.

Charles C. Koones, age 46, has held various positions at RBI
Entertainment Group and Variety magazine, most recently serving as
President of RBI Entertainment Group since 2002.  Mr. Koones
serves as a board member for ContentNext Media, Inc., Museum of
Television and Radio (Los Angeles), Museum of Moving Image (New
York), Inner City Arts (Los Angeles), Environmental Media
Association, and the President's Council of the University of
Richmond. Mr. Koones holds a B.A. from the University of Richmond.

                       About American Media

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

As of September 30, 2008, the company's balance sheet showed total
assets of $892,142,000 and total liabilities of $1,290,423,000,
resulting in total shareholders' deficit of $398,281,000.

As reported by the Troubled Company Reported on November 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc.:

   -- S&P lowered the corporate credit rating to 'SD' (selective
      default) from 'CCC+'.

   -- S&P lowered the rating on American Media's 10.25% senior
      subordinated notes due 2009 to 'D' from 'CCC-', while
      leaving the recovery rating on this debt unchanged at '6',
      indicating S&P's expectation of negligible (0% to 10%)
      recovery for lenders.

   -- S&P lowered the rating on the company's 8.875% senior
      subordinated notes due 2011 to 'CC' from 'CCC-' and placed
      it on CreditWatch with negative implications.  The recovery
      rating on these notes also remains unchanged at '6.'

   -- Lastly, S&P lowered the rating on American Media's senior
      secured debt to 'CC' from 'B' and placed it on CreditWatch
      with developing implications.  S&P revised the recovery
      rating on this debt to '2', indicating S&P's expectation of
      substantial (70% to 90%) recovery in the event of a payment
      default, from '1.'


AMERICAN MEDIA: Closes $570MM Debt-Exchange & Signs New Indentures
------------------------------------------------------------------
Dean D. Durbin, executive vice president and chief financial
officer of American Media Operations, Inc., disclosed in a
regulatory filing dated February 5, 2009, that:

   -- On January 30, 2009, AMOI successfully completed its cash
      tender offers and receipt of requisite consents in the
      related consent solicitations in respect of its outstanding
      senior subordinated notes, consisting of:

         (1) $414,544,000 aggregate principal amount of 10-1/4%
             Series B Senior Subordinated Notes due 2009; and

         (2) $155,454,000 aggregate principal amount of 8-7/8%
             Senior Subordinated Notes due 2011.

      About $400,518,688 of the 2009 Notes and $147,952,321 of the
      2011 Notes were validly tendered and accepted for payment
      and consents were delivered with respect to the Existing
      Notes.

   -- On January 29, the Company executed these supplemental
      indentures in connection with its successful Consent
      Solicitations:

         (i) the Ninth Supplemental Indenture among the Company,
             the Guarantors named therein and HSBC Bank USA,
             National Association, as trustee, with respect to the
             2009 Notes; and

        (ii) the Seventh Supplemental Indenture among the Company,
             the Guarantors named therein and HSBC Bank USA,
             National Association, as trustee, with respect to the
             2011 Notes.

      The Supplemental Indentures eliminated substantially all of
      the restrictive covenants, certain events of default and
      other related provisions in the Indentures governing the
      Existing Notes.

   -- In addition, on January 30, 2009, American Media, Inc., sold
      5,694,480 shares of its common stock for an aggregate
      offering price of $126,153,8028, pursuant to the Purchase
      Agreement dated January 29, 2009, among AMI, the company,
      the other parties named therein and J.P. Morgan Securities
      Inc.  The proceeds received for the Common Stock were used
      to pay for a portion of the Company's Tender Offers.

   -- On December 31, 2008, the Company amended and restated its
      Credit Agreement, dated as of January 30, 2006, among the
      Company, AMI, the Lenders party thereto, JPMorgan Chase
      Bank, N.A., as Administrative Agent and Deutsche Bank
      Securities Inc., as Syndication Agent.  On January 30, 2009,
      concurrently with the consummation of the Tender Offers, the
      Amended and Restated Credit Agreement became effective.

   -- On January 30, the Company entered into:

         (i) an Indenture among the Company, the Guarantors named
             therein and Wilmington Trust FSB, as trustee, under
             which the Company issued $21,245,380 of 9% Senior PIK
             Notes due 2013; and

        (ii) an Indenture among the Company, the Guarantors named
             therein and Wilmington Trust FSB, as trustee, under
             which the Company issued $300,000,000 of 14% Senior
             Subordinated Notes due 2013.

      The proceeds received for the Notes were used to pay for a
      portion of the Company's Tender Offers.

      The Indentures contain restrictive covenants that limit,
      among other things, the ability of the Company and certain
      of its subsidiaries to incur additional indebtedness or
      issue certain preferred shares, pay dividends and make
      certain distributions, investments and other restricted
      payments, create certain liens, sell assets, enter into
      transactions with affiliates, merge, consolidate, sell or
      otherwise dispose of all or substantially all of its assets
      and limit the ability of certain subsidiaries to make
      payments to the Company.  The Indentures also contain
      customary events of default which would permit the holders
      of the Notes to declare those Notes to be immediately due
      and payable if not cured within applicable grace periods,
      including the failure to make timely payments on the Notes
      or other material indebtedness, the failure to satisfy
      covenants and specified events of bankruptcy and insolvency.

   -- On January 30, 2009, the Company issued 1,000 shares of its
      common stock to AMI. There were no underwriting discounts or
      commissions for the issuance.  The issuance of the Company's
      common stock was made in reliance upon an exemption from
      registration provided by Section 4(2) of the Securities Act.

As a result of the restructuring of the Company's capital
structure and the issuance of Common Stock by AMI to the
bondholders who participated in the Tender Offers and Consent
Solicitations, the Tendering Bondholders acquired 95% of AMI's
Common Stock on January 30, 2009.  AMI's equityholders prior to
the financial restructuring retained 5% of AMI's Common Stock.

On January 30, the Existing Equityholders, certain employees of
AMI, certain Tendering Bondholders -- collectively representing
approximately 78% of the outstanding principal amount of Existing
Notes -- the Existing Equityholders' representative and AMI
entered into a Stockholders Agreement.  Concurrently, each of the
Company and AMI filed its amended and restated Certificate of
Incorporation, pursuant to which the boards of directors of the
Company and AMI, as of January 30, 2009, were initially composed
of five members.  The Stockholders Agreement provides that, upon
agreement of Angelo, Gordon & Co., L.P., Avenue Capital Management
II, L.P., Capital Research and Management Company, Capital
Guardian Trust Company and Capital International, Inc., Credit
Suisse Securities (USA) LLC and Regiment Capital Management, LLC,
who beneficially own or control approximately 79.7% of the
outstanding shares of AMI's Common Stock, those boards of
directors will be expanded to seven directors and the two newly
created vacancies will be filled by the designees of those
Committee Holders.  Thereafter, the Stockholders Agreement
provides that each board of directors of the Company and AMI will
be composed of seven members.  The Stockholders Agreement provides
that six of those directors of each board will initially be
designated by Committee Holders and the other director will be the
chief executive officer of the Company and AMI.  Under the terms
of the Stockholders Agreement, the Committee Holders will have
these designation rights:

   (A) so long as a Committee Holder holds shares representing 10%
       or more of the outstanding Common Stock of AMI, it will
       have the right to designate one director, and

   (B) for so long as Committee Holders collectively hold shares
       representing more than 50% of the outstanding Common Stock
       of AMI, the remaining directors will be designated by the
       approval of Committee Holders:

          (i) representing a majority in number of the Committee
              Holders, and

         (ii) representing more than 50% of Common Stock held by
              the Committee Holders.

The parties to the Stockholders Agreement will be obligated to
vote for the directors designated.

                       About American Media

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

As of September 30, 2008, the company's balance sheet showed total
assets of $892,142,000 and total liabilities of $1,290,423,000,
resulting in total shareholders' deficit of $398,281,000.

As reported by the Troubled Company Reported on November 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc.:

   -- S&P lowered the corporate credit rating to 'SD' (selective
      default) from 'CCC+'.

   -- S&P lowered the rating on American Media's 10.25% senior
      subordinated notes due 2009 to 'D' from 'CCC-', while
      leaving the recovery rating on this debt unchanged at '6',
      indicating S&P's expectation of negligible (0% to 10%)
      recovery for lenders.

   -- S&P lowered the rating on the company's 8.875% senior
      subordinated notes due 2011 to 'CC' from 'CCC-' and placed
      it on CreditWatch with negative implications.  The recovery
      rating on these notes also remains unchanged at '6.'

   -- Lastly, S&P lowered the rating on American Media's senior
      secured debt to 'CC' from 'B' and placed it on CreditWatch
      with developing implications.  S&P revised the recovery
      rating on this debt to '2', indicating S&P's expectation of
      substantial (70% to 90%) recovery in the event of a payment
      default, from '1.'


AMERICAN TONERSERV: Board Elects Chuck Mache as President & CEO
---------------------------------------------------------------
On February 2, 2009, the Board of Directors of American TonerServ
Corp. elected Chuck Mache to serve as president and chief
executive officer of the Company.  Mr. Mache replaces Daniel J.
Brinker in the position of president.  Mr. Brinker will now serve
as the Company's chairman of the board.

Chuck Mache was elected as a director of the Company on
November 29, 2007, and on January 8, 2008 was elected Chairman of
the Board.  Mr. Mache has spent a quarter-century selling,
managing, building, and leading sales organizations, with a
specialty in highly competitive industries.  In 2005, he founded
Chuck Mache Communications, Inc., which provides executive
coaching and consulting services to businesses.  From 2002 to
2004, Mr. Mache was with Benchmark Lending Group, Inc., a direct
mortgage lender, first as Senior Vice President and then as
President.  From 1995 to 2001, Mr. Mache served as a Vice
President of Sales and Marketing on a part time basis for the
Company and for MTC Telemanagement, an international long distance
telephone carrier.  From 1984 to 1994 he served as Executive Vice
President of Sales for American Home Shield, a residential home
warranty provider.  During that period, American Home Shield's
revenues grew from $6M to $100M. Mr. Mache is also the author of
the book "The Four Kinds of Sales People: How and Why They Excel -
And How You Can Too" published by John Wiley & Sons in 2007.  He
is 51 years old.

For the first three months of his employment as President and CEO,
Mr. Mache will be paid a salary of $10,000 per month.  At the end
of that period, it is anticipated that a complete compensation
arrangement will be offered to Mr. Mache.

The compensation package for Mr. Brinker will not immediately be
changed, but may be changed in the future.

                    About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTC BB:
ASVP) -- http://www.americantonerserv.com/-- is a consolidator in
the highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small and
mid-sized businesses.

                       Going Concern Doubt

As of September 30, 2008, the Company had a net working capital
deficit of $3,189,912. The Company has inadequate financial
resources to sustain its business activities. The Company could
generate positive cash flows from operations with substantial
reductions in personnel.  However, this would prohibit the Company
from executing its current acquisition strategy.  The Company is
currently spending approximating $100,000 more cash per month than
is generated from operations.

During the quarter ended March 31, 2008, the Company received
$1,420,000 in proceeds from a common stock offering.  During the
quarter ended June 30, 2008, the Company received $1,500,000 in
proceeds from a convertible note offering, which included
shareholder advances of $100,000 being converted into the note
offering.  During the quarter ended September 30, 2008, the
Company received $350,000 in proceeds from a note offering.
These proceeds were used for working capital and to satisfy short
term note obligations.  The Company estimates that it will need to
raise an additional $3,800,000 during the next 12 months to meet
its minimum capital requirements. There is substantial doubt that
the Company will be able to continue as a going concern, absent
raising additional financing.

At. Sept. 30, 2008, the company's balance sheet showed total
assets of $8,292,077, total liabilities of $6,989,010 and
stockholders' equity of $1,303,067.

For the three months ended Sept. 30, 2008, the company posted net
loss of $956,081 compared to net loss of $1,234,037 for the same
period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $3,408,006 compared to net
loss of $3,080,011 for the same period in the previous year.


APPALACHIAN OIL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Appalachian Oil Company
        1992 Highway 75
        P.O. Box 1500
        Blountville, TN 37617-1500

Bankruptcy Case No.: 09-50259

Type of Business: The Debtor sells petroleum products.
                  See: http://www.goappco.com/

Chapter 11 Petition Date: February 9, 2009

Court: Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Mark S. Dessauer, Esq.
                  dessauer@hsdlaw.com
                  Hunter, Smith & Davis LLP
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Amoco/BP                       Fuel              $2,412,161
P.O. Box 460849
Houston, Texas 77056

Crescent Oil Company Inc.      Fuel              $1,648,286
P.O. Box 6667
116 W. Myrtle
Independence, KS 67301

Citgo Petroleum Corp.          Fuel              $1,349,439
P.O. Box 3758
Tulsa, OK 74136

Marathon Ashland Petroleum     Fuel              $1,207,344
LLC
539 S. Main St.
Findlay, Ohio

LP Shanks                      Grocery           $1,427,450
P.O. Box 1068 Tobacco Supplier
Crossville, TN 38557

Valero Marketing & Supply Co.  Fuel              $967,272
P.O. Box 500
San Antonio, Texas 78292-0500

Conoco-Phillips                Fuel              $620,132
Box 75201
Charlotte, NC 28275

Y A Landholdings, LLC          Rent              $412,500

American Management Corp.      Insurance         $288,988

Regal Petroleum Terminal       Fuel              $203,665

Western Union Money            Orders            $169,143

Management Properties          Rent              $150,545

Brown Food Service, Inc.       Grocery Supplier  $150,079

Pepsi-Cola Company             Grocery Supplier  $136,317

Ryder Transportation Services  Transportation    $110,692

Pet Dairy                      Grocery Supplier  $96,407

Coca-Cola Bottling Co.         Grocery Supplier  $77,300

Frito-Lay #2                   Grocery Supplier  $74,384

Royal Cup Coffee Inc.          Grocery Supplier  $70,077

B & B Distributors             Grocery Supplier  $57,078

The petition was signed by Bryan M. Chance, president.


ARCLIN CANADA: Q4 Covenant Violation Cues S&P's Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the long-term
corporate credit rating on formaldehyde-based adhesive resins and
overlays products manufacturer Arclin Canada Ltd. two notches to
'CCC' from 'B-'.

At the same time, S&P lowered the issue-level rating on Arclin's
first-lien senior secured debt to 'CCC+' from 'B' (one notch above
the corporate credit rating on the company).  The recovery rating
is unchanged at '2', indicating the expectation for a substantial
(70%-90%) recovery in the event of a payment default.  S&P also
lowered the rating on the second-lien senior secured debt to 'CC'
from 'CCC' (two notches below the corporate credit rating on the
company).  The recovery rating is unchanged at '6', indicating the
expectation for negligible (0%-10%) recovery in the event of a
payment default.

The ratings on the company remain on CreditWatch with negative
implications, where they were placed Jan. 27, 2009.  The
CreditWatch placement reflects Standard & Poor's uncertainty about
Arclin's ability to receive waivers for current covenant
violations and amendments to its covenants.

"The two-notch downgrade reflects a covenant violation in fourth-
quarter 2008, lack of access to Arclin's credit facility,
expectations of weak cash flow generation in 2009, and a highly
leveraged capital structure that S&P don't expect to improve in
the near term," said Standard & Poor's credit analyst Jatinder
Mall.  "Furthermore, the company is seeking amendments to
covenants for 2009 and 2010 and, given current credit markets, it
is still uncertain what the outcome for these might be," Mr. Mall
added.

Arclin manufactures formaldehyde-based adhesive resins and
overlays products used in home construction, remodeling, and
industrial applications.  It has operations in Canada, the U.S.,
and Mexico.  The company generates about half of its revenues from
panelboard resins and about 20% from the overlays segment.

S&P's key concern in the short term is the company's ability to
receive waivers and amendments from debt holders.  Arclin will
require 51% consent from both first-lien and second-lien debt
holders.  This could complicate the amendment process as second-
lien debt holders could hold out for additional compensation in
exchange for agreeing to proposed amendments.  While S&P believes
an equity injection by Ontario Teachers Pension Plan would help
with liquidity, to date OTPP has not indicated any intention of
further support.  Standard & Poor's will likely resolve the
CreditWatch when Arclin confirms that it has been able to receive
waivers for current covenant violations and amend covenants for
2009 and 2010.


ASPEN JETRIDE: Files for Chapter 7 Liquidation in Arkansas
----------------------------------------------------------
Aspen Times reports that Aspen Jetride filed for Chapter 7
liquidation in the U.S. Bankruptcy Court for the Western District
of Arkansas on Friday.

According to Aspen Times, Aspen Jetride listed $3.8 million in
assets and $46 million in liabilities.  Court documents say that
Aspen Jetride owes Iberia Bank of Louisiana about $8.55 million
and almost $7.5 million to Chicago billionaire John Calamos Sr.,
who had been brought in as a partner in the firm.  Aspen Times
states that Aspen Jetride owes:

     -- $5,991 to the Aspen Daily News,
     -- $14,097 to Aspen Magazine,
     -- $6,500 to Aspen Peak,
     -- $73,184 to Stanley and Judith Hoffberger, and
     -- $1,601 to Total Merchant Services.

Aspen Times relates that before the Chapter 7 filing, Aspen
Jetride relinquished its flight operation certificate in November
2008.

Aspen Jetride took over operations for charter service Aspen
Executive Air (AEXJet) in 2008, says Aspen Times.  According to
the report, AEXJet filed for Chapter 11 bankruptcy protection in
September 2007.

Aspen Jetride -- http://www.aspenjetride.com/-- is a northwest
Arkansas-based charter flight service company with a fleet of 26
jets around the country.


ASARCO LLC: Creditors Panel Tap Exponent Inc as Consultants
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in ASARCO LLC's
bankruptcy cases seeks permission from Judge Richard Schmidt of
the U.S. Bankruptcy Court for the Southern District of Texas to
retain Exponent, Inc., nunc pro tunc to January 12, 2009, as its
environmental consultant.

Exponent Inc. will advise the Creditors Committee on ASARCO LLC's
potential liability for certain unsettled environmental claims
and will assist the Committee to determine the reasonableness of
any proposed settlement reached by ASARCO and claimant.As the
Creditors Committee's environmental consultant, Exponent
Inc. will:

  (a) estimate remediation costs, restoration costs, natural
      resources damages costs, and asset retirement obligations
      at certain sites for which ASARCO has alleged liability,
      including certain:

       * custodial trust sites;
       * miscellaneous state and federal sites; and
       * residual sites.

  (b) assist the Creditors Committee in negotiations with
      various parties;

  (c) render expert testimony as required by the Creditors
      Committee;

  (d) assist the Creditors Committee in conducting discovery,
      preparing expert testimony or reports, and evaluating
      reports and testimony by other experts and consultants;
      and

  (e) render other advisory services as may be requested by the
      Creditors Committee.

Exponent Inc. will be paid for its services on an hourly basis,
in accordance with the firm's normal billing practices:


    Position                                 Hourly Charge
    --------                                 -------------
    Principal/Officer                         $260 - $600
    Senior Manager                            $225 - $425
    Manager                                   $175 - $350
    Senior Engineer/Scientist/Associate       $140 - $250
    Engineer/Scientist/Associate              $100 - $205
    Associate Technical/Research Specialist    $80 - $195
    Technical Assistant                        $60 - $125
    Administrative/Non-technical Assistant     $60 - $130

Dr. Mark W. Johns will be principally responsible for the
consulting services to be provided by Exponent Inc. for the
Committee's benefit.  Dr. Johns is a principal scientist and his
hourly rate is $300.  Other members of Exponent Inc. that will
assist Dr. Johns may include, among others, (i) Scott Shock, a
managing engineer with an hourly rate of $195, and (ii) Mark
Bryant, a managing engineer with an hourly rate of $205.

In addition, Exponent Inc. will submit for reimbursement, all of
its reasonable out-of-pocket expenses incurred in connection with
its retention.

Dr. Johns assures the Court that Exponent Inc. does not have or
represent any interest materially adverse to the Debtors' or their
bankruptcy estates, creditors, or interest holders; and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Settles City of Denver Claim for $640,000
-----------------------------------------------------
After engaging in arm's-length and often contentious bargaining,
ASARCO LLC and the City and County of Denver, Colorado, reached an
agreement resolving all of the City's remaining claims against
ASARCO with respect to ASARCO's Globe Plant Site and the Vasquez
Boulevard/Interstate 70 Site.

Specifically, the Denver Settlement Agreement provides that:

  (a) The City will be allowed a $640,000 general unsecured
      claim in settlement and full satisfaction of all of its
      claims and causes of action against ASARCO;

  (b) The City covenants not to sue or assert claims or causes
      of action against the Debtors;

  (c) The parties will exchange mutual releases; and

  (d) The parties release each other from all obligations and
      liabilities owed to each other with respect to the Sites,
      except for the City's tax claims.

ASARCO believes that the Denver Settlement Agreement is
reasonable, fair, and equitable.  The Denver Settlement Agreement
also saves attorneys' fees and expenses that would otherwise be
expended in prosecuting the estimation of the City's claims, Jack
L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, asserts.


ASHTON WOODS: Posts $18.6 Million Net Loss for Qtr. Ended Nov. 30
-----------------------------------------------------------------
Ashton Woods USA L.L.C delivered to the Securities and Exchange
Commission unaudited financial statements as of November 30, 2008,
and May 31, 2008, and for the three and six month periods ended
November 30, 2008 and 2007, in order to provide the holders of its
outstanding debt securities with updated financial and other
information regarding the Company.

The Company posted a net loss of $18,678,000 on revenues of
$67,810,000 for the three months ended November 30, 2008, compared
with a net loss of $15,102,000 for the same period a year earlier.

Jerry Patava, interim chief financial officer, recounted that on
August 21, 2008, the Company received a notice of default from the
lenders of its senior credit facility as a result of the Company's
non-compliance, as of May 31, 2008, with certain of the financial
covenants under its senior credit facility.  "As a result of this
default, we are prohibited from paying interest on or purchasing
our $125 million aggregate principal amount of 9.5% Senior
Subordinated Notes due 2015 during the existence of the default,
which led to our default of the interest payment provisions of the
Subordinated Notes subsequent to August 31, 2008.  Further, our
tangible net worth was below the level required by the indenture
covering the Subordinated Notes for two consecutive quarters --
the quarter ended August 31, 2008, and the quarter ended May 31,
2008.  As a result, we were required to offer to repurchase 10% of
the outstanding Subordinated Notes, which was prohibited by the
senior credit facility.  We have entered into an amendment to our
senior credit facility to address the defaults, which will become
effective upon consummation of an exchange offer and consent
solicitation related to our Subordinated Notes.  The amendment to
our senior credit facility is also intended to provide us with
additional flexibility during the continuing economic downturn to
continue to fund our obligations."

On January 13, 2009, the Company commenced an offer to exchange
its Subordinated Notes for up to $65 million of new 11.0% senior
subordinated notes due 2015 and up to 20% of the membership
interests in Ashton Woods.  The offer is conditioned on, among
other things, acceptance by holders of at least 95% of the
outstanding principal amount of Subordinated Notes, subject to
waiver under certain circumstances.  As part of the exchange
offer, the Company is also soliciting consents from holders of the
Subordinated Notes to amend certain terms of the Subordinated
Notes, by removing a number of covenants and events of default and
waiving any existing covenant defaults and any defaults created by
the exchange offer.  Holders of approximately 71% of the
Subordinated Notes have agreed to exchange their Subordinated
Notes in the exchange offer.

Debt restructuring fees of $2.3 million in the condensed
consolidated statement of operations for the three and six months
ended November 30, 2008, represent certain fees incurred in
connection with the exchange offer and consent solicitation for
the Subordinated Notes.  Other fees incurred in connection with
the Restructuring, including the amendment to its senior credit
facility and the offer to exchange its Subordinated Notes, total
approximately $2.5 million and are included in other assets on the
condensed consolidated balance sheet at November 30, 2008.

On January 14, 2009, the Company and Parkmount Land Development
Inc., an entity affiliated with one or more of the Equity Sponsors
entered into a term loan agreement pursuant to which Parkmount
will provide a secured bridge loan to the Company in the aggregate
principal amount of up to $5.0 million.  Amounts under the Bridge
Loan may be advanced to the Company from time to time upon
request.  The Bridge Loan will bear interest until paid at an
annual rate equal to the LIBOR rate plus six percent, as
determined two days prior to the date of the term loan agreement.
The company will repay all amounts outstanding under the Bridge
Loan upon the earlier to occur of (i) March 1, 2009, (ii) the date
of the commencement of any case by or against the company or any
guarantor of the Bridge Loan under Chapter 7 or Chapter 11 of the
Bankruptcy Code, or (iii) the closing of the transactions
contemplated by the Restructuring, including the consummation of
the exchange offer for the Subordinated Notes.  In connection with
the Term Loan Agreement, certain of the Company's subsidiaries
agreed to guarantee, jointly and severally, its obligations under
the Bridge Loan.  In addition, the Company and the guarantors
agreed to pledge certain assets to Parkmount as further security
for the Bridge Loan.  As of January 28, 2009, $1.0 million had
been borrowed under the Bridge Loan.

A full-text copy of the Company's financial statements is
available for free at: http://researcharchives.com/t/s?395b

                      About Ashton Woods USA

Headquartered in Atlanta, Georgia, Ashton Woods USA L.L.C. is a
homebuilder with operations in Atlanta, Dallas, Houston, Orlando,
Phoenix, Denver and Tampa.

                        *     *     *

The Troubled Company Reporter reported on October 7, 2008, that
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ashton Woods USA LLC and its subsidiary, Ashton Woods
Finance Co., to 'D' from 'CCC' and downgraded Ashton Woods'
$125 million 9.5% senior subordinated notes due 2015 to 'D' from
'CC' after the company failed to make its Oct. 1, 2008, interest
payment on this obligation. The recovery rating on the senior
subordinated notes remains a '6'. The ratings were on CreditWatch
negative before being lowered, where they were placed on Aug. 6,
2008.


AXS-ONE INC: Allan Weingarten Resigns From Board
------------------------------------------------
On February 4, 2009, Allan Weingarten, a director of AXS-One Inc.
resigned from the Company's Board of Directors.

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2008,
Amper, Politziner, & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about AXS-One Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's losses from operations and
working capital deficiency.

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

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


BELDEN INC: Moody's Changes Outlook on 'Ba1' Rating to Negative
---------------------------------------------------------------
Moody's Investors Service revised the outlook on Belden's Ba1
corporate family rating to negative from stable.  The change was
driven by the rapid decline in performance in the last two
quarters and potential for performance to continue to deteriorate
to a greater extent than accommodated by the Ba1 rating.  Declines
were across all major product categories and particularly impacted
by a dramatic drop in European sales.

Belden recently announced that sales for the December quarter had
declined 26.3% on an organic basis from the prior year period
following a 10.7% drop in the September quarter.  Adjusted
operating income also declined in the December quarter to
$18.9 million from $63.6 million in the prior year quarter.  While
the Ba1 rating incorporated the cyclical nature of the company,
the current downturn may be more severe than contemplated in the
current rating.  The liquidity profile remains supported by
healthy cash balances but a continued deterioration in performance
will pressure financial covenants on the company's loan facility.
The company had approximately
$227 million in cash as December 31, 2008.  The company generated
approximately $22.6 million of free cash flow (defined as cash
from operations less capital expenditures and dividends) during
the quarter with a strong contribution from working capital.
Working capital will likely continue to be a source of cash as
revenues and inventory decline and should contribute to continued
free cash flow generation, as it did in the 2001-2003 downturn.

The Ba1 rating continues to reflect the company's leading
positions within data networking and industrial cabling markets,
strong credit metrics, and end customer sector and geographic
diversification.  Prior to the decline, Belden's credit metrics
were reflective of a strong Ba1 or higher rating.  The severity of
the current cycle may impact the credit metrics sufficiently to
downgrade the rating.  The ratings could face additional downward
pressure if leverage approaches 3.5x particularly if the financial
covenants have not been adjusted to accommodate the decline in
performance.

Moody's most recent action was on February 13, 2008, when Moody's
upgraded Belden's ratings.

Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces with trailing
twelve month revenues of approximately $2.0 billion.  The company
is headquartered in St. Louis, Missouri.


BLACK GAMING: Forbearance Agreement Extended Until Feb. 12
----------------------------------------------------------
On February 2, 2009, Black Gaming, LLC, and its direct and
indirect wholly owned subsidiaries, Virgin River Casino
Corporation, RBG, LLC, B & B B, Inc., Casablanca Resorts, LLC,
Oasis Interval Ownership, LLC, Oasis Interval Management, LLC,
Oasis Recreational Properties, Inc., and R. Black, Inc., and Wells
Fargo Foothill, Inc., entered into a Second Amendment to
Forbearance, Consent and Third Amendment to Credit Agreement. The
Second Amendment amends the Forbearance, Consent and Third
Amendment to Credit Agreement, as amended, between the Company and
Wells Fargo Foothill dated November 3, 2008.

Pursuant to the Second Amendment, the Forbearance Termination Date
was extended from February 2, 2009 to February 12, 2009. Section 3
of the Forbearance Agreement was also amended to allow the Company
to transfer slot machines and video poker machines from the
Suspended Location, as defined in the Forbearance Agreement, to
one of the Company's other operating casino locations.

No other provisions of the Forbearance Agreement were amended, and
except as modified by the Second Amendment, the terms of the
Forbearance Agreement remain in full force and effect in
accordance with their respective terms.

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

               http://researcharchives.com/t/s?3962

                      About Black Gaming, LLC

Headquartered in Las Vegas, Nevada, Black Gaming, LLC --
http://www.blackgaming.com/-- through its subsidiaries, engages
in the ownership and operation of casino hotels.  Its casino
properties include CasaBlanca Hotel & Casino, Oasis Hotel &
Casino, and Virgin River Hotel & Casino, which are located in
Mesquite, Nevada.  The company also owns the Virgin River
Convention Center in Mesquite, Nevada, which is used as a special
events facility and for overflow hotel traffic from its other
properties.  Black Gaming's properties also offer amenities,
including championship golf courses, spas, a bowling center, a
movie theater, both gourmet and casual restaurants, and banquet
and conference facilities.  Founded in 1988, the company has 2,300
employees.

                           *     *     *

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Moody's Investors Service downgraded Black Gaming LLC's corporate
family and probability of default ratings to Ca from Caa3
following the announcement that it did not make the January 15,
2009 scheduled interest payment on its 9% senior secured notes due
2012.  Moody's also lowered the ratings for the 9% senior secured
notes to Caa3 from Caa2 and the 12.75% senior subordinated notes
to C from Ca.  The SGL-4 speculative grade liquidity rating was
affirmed.  The outlook remains negative.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $166.3 million and total liabilities of $221.4 million,
resulting in a members' deficit of $55.1 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $10.1 million compared with net loss of $7.9 million for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted a net loss of $34.4 million compared with
a net loss of $12.1 million for the same period in the previous
year.


BRAY & GILLESPIE: Disclosure Statement Hearing Set for March 23
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
hold a hearing on March 23, 2009, to consider approval of the
disclosure statement filed by Bray & Gillespie Management, LLC,
and 78 of its affiliated or related debtors on Jan. 9, 2009, in
support of their Joint Plan of Reorganization.

As envisaged, on the Plan's effective date, all of the prepetition
equity in the Debtors will be cancelled and a new equity
distributed.  A B&G Liquidating Trust will be established which
will own 100% of all the Reorganized Debtors.

The Plan contemplates the continuation of the operations of 24
hotels located in Volusia County and the seven other related or
affiliated entities which own producing property.  The Reorganized
Debtors will consist of six entities: (i) the Holding Co.; (ii)
the Management Co.; (iii) Arbor Co.; (iv) Land Co.; (v) Hotel Co.;
and (vi) LNR Co.

Arbor Co. will consist of the Six-Pack hotels; Hotel Co. will
consist of the 16 other hotels currently operated by various
Debtors; Land Co., will consist of 38 other parcels of real
property of which seven currently produce some rental income but
are not hotels; and LNR Co. will consist of two hotels.
Management Co. will provide reservation and management services to
Arbor Co., Land Co., Hotel Co., and LNR Co.  Holding co. will own
all of the common equity ownership interest in the other five
Reorganized Debtors.  All claims by any Debtor against any other
Debtor will be waived.

The Reorganized Debtors will continue to maintain a centralized
corporate administrative office which will manage and operate the
hotels and the entities which own income producing property.  In
addition, Wachovia Bank will continue to make available the
existing credit line up to an aggregate amount of $3 million
("Exit Financing").  The Debtors believe cash flow from the
continued operation of the hotels and the Exit Financing will be
sufficient to meet all required Plan payments.

     Broad Third-Party Releases to Messrs. Bray and Gillespie

In consideration of the substantial contributions made and to be
made under the Plan by B&G Management partners Charles A. Bray and
Joseph G. Gillespie, the Plan contemplates the provision to
Messrs. Bray and Gillespie of broad third-party releases and
injunctions of pursuit against Messrs. Bray and Gillespie of
claims arising out of and deriving from the business operations
and financial affairs of the Debtors.  The third party releases
and injunctions will be omnibus in nature, excepting therefrom
only liabilities of Messrs. Bray and Gillespie, or either of them
owing to holders of claims against the Debtors but arising from
non-debtor transactions of a purely personal of family nature.

               102 Classes of Claims and Interests

The Plan contains 102 classes of claims and interests.  There are
22 classes of secured claims, one class of unsecured claims, one
class of unsecured priority claims, and 78 classes of interests.

Overall, the Plan provides that Holders of Allowed Administrative
Claims will be paid in full on the Plan's Effective Date.  Holders
of Allowed Priority Claims will be paid by the respective
Reorganized Debtor over time, with interest, over a period of six
years.

As to the Allowed Secured Claim of Wachovia Bank in respect of the
Debtor-in-Possession Loan, it will be paid according to the terms
set forth in the Court's order allowing the DIP Loan.  The Holders
of the Allowed Secured Class 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,
14, 15, 16, 17, 18, 19, and 20 Claims will be paid either monthly
interest or monthly interest and receive a new PIK Note.

Holders of Allowed General Unsecured Claims in Class 24 will
receive as a group a Pro Rata share (based on their percentage of
the Allowed Class 24 Claims) of 100% of the interests in the B&G
Liquidating Trust.

On the Plan's Effective Date, Holders of Allowed General Unsecured
Class 24 Claims will receive, in full satisfaction of their
Allowed Unsecured Claims an interest in the B&G Liquidating Trust.
The B&G Liquidating Trust will be vested with the following as of
the Plan's Effective Date: (i) condo units owned by 600 North
Investments LLC; (ii) certain real property owned by the Debtors;
(iii) a lien on the proceeds of the 2004 Hurricane Litigation;
(iv) Causes of Action; and (v) the common equity of Holding Co.
Because of the large number of potential deficiency claims which
will ultimately become Class 24 Claims, the Debtors believe that
the ultimate true amount of Allowed Unsecured Claims will exceed
$100,000,000.

Classes 25 through 102 of Interests will be cancelled upon the
Plan's Effective Date.  All Classes are impaired under the Plan.

                       Cramdown Provisions

The Debtors intend to invoke the "cramdown" provisions under
Section 1129(b)(1) of the Bankruptcy Code which permits a court to
confirm a plan even if all Impaired Classes do not vote in favor
of the Plan, provided that the Plan has been accepted by at least
one Impaired Class of Claims.  Section 1129(b)(10) states that a
plan may still be confirmed by the Court at the request of the
proponent of the plan, "if the plan does not discriminate
unfairly, and is fair and equitable with respect to each Class of
Claims that is impaired under, and has not accepted, the plan."

A full-text copy of the Disclosure statement is available at:

        http://bankrupt.com/misc/Bray&GillespieDSpart1.pdf
        http://bankrupt.com/misc/Bray&GillespieDSpart2.pdf
        http://bankrupt.com/misc/Bray&GillespieDSpart1.pdf

Based in Daytona Beach, Florida Bray & Gillespie Management, LLC -
- http://www.brayandgillespie.com-- and its debtor-affiliates are
engaged in the business of renovating and redeveloping resort
properties along Florida's Atlantic coastline.  The Company owns
over six miles of ocean property from Daytona Beach to Ormond
Beach.  B&G Management operates a total of 24 hotels located in
Volusia County which are either affiliates or related companies.
B&G Management is owned by partners Charles A. Bray and Joe
Gillespie.

Bray & Gillespie Management, LLC and 78 of its debtor-affiliates
filed separate petitions for Chapter 11 relief on Sept. 12, 2008
(Bankr. M.D. Fla. Lead Case No. 08-05473).  Jimmy D. Parrish,
Esq., Marianne L. Dorris, Esq., R. Scott Shuker, Esq. at Latham
Shuker Eden & Beaudine LLP, represent the Debtors as counsel.
Peter N. Hill, Esq., at Wolff Hill McFarlin & Herron PA, represent
the Official Creditors Committee as counsel.  In its petition,
Bray & Gillespie Management, LLC disclosed assets of $1 million to
$10 million and debts of $1 million to $10 million.


BRUNO'S SUPERMARKETS: Can Hire Burr as Bankruptcy Counsel
---------------------------------------------------------
Bruno's Supermarkets LLC obtained authority from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Burr & Forman LLP as lead counsel.

Burr & Forman is expected to counsel and represent the Debtor in
connection with general bankruptcy administration well as general
corporate, finance, litigation, employee benefits, labor, tax,
customer issues, vendor issues, insurance and assist Debtor on
matters relating to local bankruptcy custom and practice.  In the
event that there is a conflict of interest with a particular
matter, the Debtor has employed Najjar & Deneburg, P.C., to handle
the matter.

Robert B. Rubin, a partner at Burr & Forman, told the Court of
Burr & Forman's professionals' standard hourly rates:

     Partners                      $310 - $490
     Associates                    $210 - $305
     Legal Assistants               $85 - $175

The Debtor was also permitted to make monthly payments to Burr &
Forman in its representation of Debtor without further order of
the Court.

Mr. Rubin also related that the Debtor has paid Burr & Forman the
aggregate sum of approximately $500,000 on account of professional
services rendered and disbursements made for the Debtor.  An
additional amount may be held by Burr & Forman as a general
retainer for post-petition date services and expenses incurred in
connection with the Chapter 11 case.

Mr. Rubin assured the Court that Burr & Forman is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Burr & Forman LLP
     171 17th Street, NW
     Suite 1100
     Atlanta, GA 30363
     Tel: (404) 815-3000
          (877) FOR-BURR
     Fax: (404) 817-3244

                    About Bruno's Supermarkets

Bruno's Supermarkets, LLC, owns the Bruno's and FOOD WORLD grocery
store chains, 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 its voluntary Chapter 11 petition on Feb. 5, 2009
(Bankr. N.D. Alabama, Case No. 09-00634).  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: Can Hire KCC as Notice and Claims Agent
-------------------------------------------------------------
Bruno's Supermarkets LLC obtained authority from the United States
Bankruptcy Court for the Northern District of Alabama to employ
Kurtzman Carson Consultants LLC as notice and claims agent.

KCC is expected to:

   a) prepare and serve required notices in the Chapter 11 case;

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

   c) maintain copies of any proofs of claim and proofs of
      interest filed in this case;

   d) maintain official claims registers in this case by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes information for each claim or
      interest 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 parties-in-interest;

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

   i) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide notice
      of the transfers as requested by Rule 3001(e), if directed
      to do so by the Court pursuant to Rule 2002;

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

   k) provide temporary employees to process claims as necessary;

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

   m) provide other claims processing, noticing, balloting and
      related administrative services as may be requested from
      time to time by the Debtor.

James M. Le, chief operating officer of KCC, tells the Court that
KCC will be paid a $10,000 evergreen retainer for services to be
performed and expenses to be incurred.

KCC's hourly rates are:

     Clerical                                 $45 - $65
     Project Specialist                       $80 - $140
     Technology/ Programming Consultant      $145 - $195
     Consultant                              $165 - $245
     Senior Consultant                       $255 - $275
     Senior Managing Consultant              $295 - $325
     Weekend, holidays and overtime            Waived

Mr. Le assures the Court that KCC is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                    About Bruno's Supermarkets

Bruno's Supermarkets, LLC, owns the Bruno's and FOOD WORLD grocery
store chains, 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 its voluntary Chapter 11 petition on Feb. 5, 2009
(Bankr. N.D. Alabama, Case No. 09-00634).  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: Court Approves Najjar as Conflicts Counsel
----------------------------------------------------------------
Bruno's Supermarkets LLC obtained authority from the United States
Bankruptcy Court for the Northern District of Alabama to employ
Najjar Denaburg, P.C., as conflicts counsel.

Najjar is expected handle matters in this chapter 11 case where
the Debtor's lead counsel Burr & Forman LLP may have a conflict.

Charles L. Denaburg, a partner at Najjar, tells the Court that the
firm's professional hourly rates are:

     Partners                   $250 - $375
     Of Counsel Attorney            $250
     Legal Assistants                $85

On Feb. 4, 2009, the Debtor paid Najjar a $75,000 retainer.
Najjar has been paid $5,112.50 for services rendered prepetition.
The balance of Najjar's prepetition retainer is $69,887.

Mr. Denaburg assured the Court that Najjar is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Bruno's Supermarkets

Bruno's Supermarkets, LLC, owns the Bruno's and FOOD WORLD grocery
store chains, 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 its voluntary Chapter 11 petition on Feb. 5, 2009
(Bankr. N.D. Alabama, Case No. 09-00634).  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: Court OKs NatCity/SSG as Investment Banker
----------------------------------------------------------------
Bruno's Supermarkets LLC obtained authority from the United States
Bankruptcy Court for the Northern District of Alabama to employ
the Special Situations Group of NatCity Investments Inc. as
investment banker.

NatCity/SSG is expected to:

   a. assess strategic alternatives for the Debtor's operations;
      and

   b. assess and perform services relating to the structure of
      proposals and alternatives relating to the debtor's
      reorganization, recapitalization, rehabilitation and
      consolidation, by means of one or more corporate
      restructuring transactions.

J. Scott Victor, senior managing director and co-head of
NatCity/SSG told the Court that the Debtor paid a $75,000 initial
fee.  For services provided, the Debtor will compensate
NatCity/SSG with:

   -- a monthly fee of $75,000, payable on the fifteenth of each
      month thereafter for the term of NatCity's engagement.

   -- Upon the first closing of a financing, a fee, payable in
      cash at hand as a condition of closing the financing, equal
      to or greater of (i) $200,000 or (ii) 1% of the total amount
      of any senior debt package acquired from financing sources
      other that Regions Bank, any affiliate of the Debtor, or
      Lone Star funs V (U.S.), LP.

   -- Upon the consummation of transaction, a fee equal to
      $1,000,000, together with the monthly fee and the financing
      fee, payable in cash, at, and as a condition of, closing the
      transaction.

The total of all monthly fees received by NatCity/SSG will be
credited against the transaction fee owed to NatCity/SSG.  The
initial fee will also be credited against the transaction fee.

Mr. Victor assured the Court that NatCity is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Bruno's Supermarkets

Bruno's Supermarkets, LLC, owns the Bruno's and FOOD WORLD grocery
store chains, 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 its voluntary Chapter 11 petition on Feb. 5, 2009
(Bankr. N.D. Alabama, Case No. 09-00634).  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.


BUILDING MATERIALS: David Harrison Changes Status to Consultant
---------------------------------------------------------------
John F. Rebele, senior vice president, chief financial officer and
chief administrative officer of Building Materials Corporation of
America, disclosed in a regulatory filing dated February 5, 2009,
that on January 30, 2009, David A. Harrison converted his full-
time employment as the Senior Vice President, Chief Marketing
Officer of Building Materials Corporation of America and its
subsidiaries to become a consultant to the Company.  In connection
with the change in employment status, Mr. Harrison ceased being a
member of the board of directors of the Company and its
subsidiaries on that date.  To effect this change in status, on
January 30, 2009, the Company and Mr. Harrison entered into a
Separation Agreement and General Release as well as a related
consulting services agreement.

For the first 12 months of the Consulting Agreement, Mr. Harrison
will receive a monthly fee of $28,000.00.  Thereafter, he will
receive a monthly fee of $10,000.  Mr. Harrison is prohibited from
working with or providing services to a competitor of the Company
during the term of the Consulting Agreement and for a period
thereafter.

                     About Building Materials

Based in Wayne, New Jersey, Building Materials Corporation of
America is a manufacturer and marketer of a broad line of asphalt
and polymer-based roofing products and accessories for the
residential and commercial roofing markets.  The company also
manufactures specialty building products and accessories for the
professional and do-it-yourself remodeling and residential
construction industries.

The Company is a wholly owned subsidiary of BMCA Holdings
Corporation, which is a wholly owned subsidiary of G-I Holdings
Inc.  The Company's products are marketed in three groups:
residential roofing, commercial roofing and specialty building
products and accessories.  On March 26, 2007, the Company
completed the acquisition of ElkCorp, a manufacturer of roofing
products and building materials.

                          *     *     *

As reported in the Troubled Company Reporter on May 27, 2008,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Building Materials Corp. of America.  At the same
time, S&P revised the recovery rating on the Company's
$975 million first-lien term loan due 2014 to '3', indicating that
lenders can expect meaningful (50% to 70%) recovery in the event
of a payment default, from '2'.  As a result, S&P lowered the
issue-level rating on the term loan to 'B+' from 'BB-', in
accordance with its issue rating framework.  S&P also assigned a
'3' recovery rating on BMCA's outstanding $250 million 7.75%
senior notes due 2014.  Standard & Poor's removed all the ratings
from CreditWatch, where they had been placed with negative
implications on Jan. 10, 2008.  The outlook is negative.

As reported in the TCR on April 10, 2008, Moody's Investors
Service lowered the ratings of Building Materials Corp. of America
including the corporate family rating to B3 from B2, first lien
term loan rating to B3 from B2, senior notes rating to B3 from B2,
and junior term loan rating to Caa2 from Caa1.  The probability of
default rating was lowered to Caa1 from B2.  The ratings outlook
remains negative.

As of September 28, 2008, the Company's balance sheet showed total
assets of $2,715,306,000 and total liabilities of $2,766,795,000,
resulting in total stockholders' deficit of $51,489,000.


CABLEVISION SYS: S&P Sees Aggressive Fin'l Policy, Stays at 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level and '3' recovery ratings to CSC Holdings Inc.'s
proposed $500 million senior notes due 2019.  The '3' recovery
rating indicates the expectation for meaningful (50%-70%) recovery
of principal in the event of payment default.

At the same time, S&P placed the 'BB+' rating on $650 million of
senior secured debt of majority-owned Newsday LLC on CreditWatch
with negative implications.

The 'BB' corporate credit rating on parent Cablevision Systems
Corp. remains unchanged.  Bethpage, New York-based Cablevision is
a major cable operator in the New York metropolitan area.

The notes will be sold under Rule 144A and the company will be
required to file a future exchange offer registration under
certain conditions.  Proceeds of the new notes, in combination
with net proceeds of $732 million from notes sold last month will
be used to repay or repurchase $500 million of notes due April
2009 and a portion of the aggregate $1.4 billion of notes due in
July and August.  Total reported debt was about $12 billion at
Sept. 30, 2008.

The ratings on Cablevision reflect S&P's expectation that the
company may well choose to pursue its historic, aggressive
financial policy, a factor that overshadows its investment-grade
business risk profile.  Cablevision's satisfactory business
position stems largely from the attractive demographics of its
well-clustered, well-managed 3.1 million metropolitan New York
cable TV customers.


CARITAS HEALTH CARE: Files Chapter 11 to Close Queens Hospitals
---------------------------------------------------------------
Caritas Health Care Inc., and eight affiliates sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code on Feb. 6 to
implement a plan to close its two-hospital system.

A Feb. 3 report by Crain's New York Business said that Caritas
pressured the state of New York for funding and warned of
immediate closure and bankruptcy filing absent the requested aid,
which included $6 million for last Friday's payroll.  However,
according to the report, while the state acknowledged that the two
hospitals of Caritas are essential to the community, the hospitals
in Queens, New York, are not financially viable.

According to Bloomberg News, Caritas' chief restructuring officer
said closing the hospitals with bankruptcy court assistance was
necessary because the New York State Department of Health and the
New York State Dormitory Authority "indicated that they no longer
have the ability to continue to subsidize Caritas's operating
losses."

In its bankruptcy petition, the Company listed assets of $87.2
million against debt totaling $188.3 million.  Debt includes a
$13.9 million secured claim owing to HFG Healthco-5 LLC; $9.1
million owed to St. Vincent Catholic Medical Center secured by a
second-lien on the assets; and $55 million to the State Dormitory
Authority.

Caritas Health Care Inc. is the owner of Mary Immaculate
Hospital and St. John's Queens Hospital. Caritas, created by
Wyckoff Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas and eight affiliates filed for Chapter 11 on Feb. 6, 2009
(Bankr. E.D. N.Y., Lead Case No. 09-40901).  Adam T. Berkowitz,
Esq., at Proskauer Rose LLP, has been tapped as counsel.  JL
Consulting LLC is the Debtors' restructuring advisors.
Caritas in its bankruptcy petition estimated assets of $50 million
to $100 million, and debts of $100 million to $500 million.


CALIFORNIA STATE: Will Sell $200 Mil. in Bonds to Bay Area Agency
-----------------------------------------------------------------
Stu Woo at The Wall Street Journal reports that California will
sell $200 million in general obligation bonds to the Bay Area Toll
Authority to fund public-works projects around the San Francisco
Bay area.

Tom Dresslar, a spokesperson for state Treasurer Bill Lockyer,
said that the Bay Area Toll Authority would purchase the bonds
through a private placement, WSJ relates.

WSJ quoted Mr. Dresslar as saying, "We're not aware that this kind
of transaction has ever been conducted in the state," but this
unusual move was required, because "we have no budget.  We are
unable to access the bond market and so we are scratching and
clawing to find ways to pump dollars into infrastructure projects,
to keep folks working."

According to WSJ, the state's treasurer, controller, and finance
department director will consider the proposal on February 18.
They are expected to approve the sale, the report says, citing a
person familiar with the matter.

WSJ states that budget problems have impacted a California economy
already slammed by the housing-market crash and recession.  State
leaders, according to the report, have:

     -- frozen funding for $3 billion in public-works projects;

     -- delayed more than $3 billion in tax refunds, welfare
        checks and other payments; and

     -- started furloughing more than 200,000 government workers
        for two days a month.

WSJ relates that Gov. Arnold Schwarzenegger said that he would
send layoff notices to 20,000 workers if no budget deal is reached
with state lawmakers by Friday.  He will lay off about 10,000
workers to save $150 million over 17 months, the report states.


CDX GAS: Files Schedules of Assets and Liabilities with Court
-------------------------------------------------------------
CDX Gas LLC and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of Texas its schedules
of assets and liabilities disclosing:

                                      Assets       Liabilities
                                      ------       -----------
   A. Real Property                $215,693,626
   B. Personal Property            $780,614,980
   C. Property Claimed
      as Exempt
   D. Creditors Holding
      Secured Claims                              $550,886,155
   E. Creditors Holding
      Unsecured Priority
      Claims                                          $280,654
   F. Creditors Holding
      Unsecured Nonpriority
      Claims                                      $280,112,716
                                   -----------    ------------
      TOTAL                        $996,308,606   $831,259,526

                          About CDX Gas

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on Dec. 12, 2008 (Bankr. S.D. Tex. Lead Case
No. 08-37922).  Harry Allen Perrin, Esq., John E. Mitchell, Esq.,
and Michaela Christine Crocker, Esq., at Vinson Elkins LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $500 million and $1 billion in their
filing.


CFM US: Won't Pursue Chapter 11 Plan; Seeks Case Conversion
-----------------------------------------------------------
CFM U.S. Corp. gave up hope of confirming a liquidating Chapter 11
plan and instead filed a motion to convert the case to a
liquidation in Chapter 7 where a trustee will be appointed
automatically, Bloomberg's Bill Rochelle reports.

CFM announced in December that a settlement was reached in a
lawsuit brought by the creditors' committee against Ontario
Teachers Pension Plan Board, the head of a group that took the
company private in April 2005.  The settlement, according to
Mr. Rochelle's report, is to provide the foundation for a
liquidating Chapter 11 plan that was scheduled to be filed by the
end of January.  The settlement and plan would have also provide
for wrapping up proceedings begun simultaneously in Canada for
protection from creditors in the Ontario Court of Justice under
the Companies' Creditors Arrangement Act.

CFM, however, said that the plan was blown apart by a $42 million
tax claim and a $9.1 million claim by a union pertaining to a
pension plan, Mr. Rochelle said.  He added that an effort at
mediation last week failed.

The U.S. Bankruptcy Court for the District of Delaware will hear
the conversion request on Feb. 18.

CFM has consummated the sale of substantially all of its assets.
According to Bloomberg, CFM was authorized in July to sell most of
the assets for $42.5 million after selling other assets in May to
two buyers for $4.6 million.  It was permitted in August to sell
real estate in Huntington, Indiana, for $2 million.

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.  As reported in the
Troubled Company Reporter on June 18, 2008, the Debtors' summary
of schedules showed total assets of $91,316,300 and total debts of
$32,7367,890.


CHARTER COMM: In Talks With Bondholders; Mum on Bankruptcy Rumors
-----------------------------------------------------------------
Ryan Bentley at Petoskey News-Review reports that Charter
Communications spokesperson Anita Lamont said that the company
doesn't comment on speculations about its alleged preparation for
a bankruptcy filing.

As reported by the Troubled Company Reporter on Jan. 19, 2009, the
failure of Charter Communications' two subsidiaries to make
scheduled interest payments of $73.7 million on some of its debt
by the deadline raises the potential for a bankruptcy filing.
Charter Communications said that two of its subsidiaries, CCH I
Holdings, LLC and Charter Communications Holdings, LLC, didn't
make scheduled payments of interest due on January 15, 2009, on
certain of their outstanding senior notes.

People familiar with the matter said that Charter Communications
was preparing for a bankruptcy filing after missing the interest
payment, Reuters states.

Bloomberg News says that Charter Communications has hired Greg
Doody, an attorney who had helped lead natural gas-fueled power
producer Calpine Inc. out of bankruptcy and who helped HealthSouth
Corp. stave off bankruptcy after a 2003 accounting scandal.

Citing a source, Reuters reports that the possible bankruptcy
filing's timing was unclear, and that there was a possibility to
arrange a prepackaged bankruptcy with bondholders.

Petoskey News quoted Ms. Lamont as saying, "We're talking to our
bondholders."

Citing Ms. Lamont, Petoskey News relates that Charter
Communications has $900 million cash on hand to sustain them.
Ms. Lamont, according to the report, said that she and doesn't
foresee Charter Communications' financial position altering
services.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

As reported by the Troubled Company Reporter on Nov. 11, 2008,
Charter Communications' balance sheet at Sept. 30, 2008, showed
total assets of $15.1 billion, total liabilities of $23.9 billion,
resulting in a shareholders' deficit of $8.8 billion.

As reported by the Troubled Company Reporter on Dec. 22, 2008,
Fitch Ratings placed Charter Communications, Inc.'s 'CCC' Issuer
Default Rating and the IDRs and individual issue ratings of
Charter's subsidiaries on Rating Watch Negative.  Approximately
$21.1 billion of debt outstanding as of Sept. 30, 2008 is effected
by Fitch's action.

As reported by the TCR on Dec. 16, 2008, Moody's Investors Service
lowered the Probability-of-Default Rating for Charter
Communications to Ca from Caa2 and placed all ratings (other than
the SGL3 Speculative Grade Liquidity Rating) for the company and
its subsidiaries under review for possible downgrade.

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications to 'CC' from 'B-'.  S&P said that
the rating outlook is negative.


CHECKER MOTORS: Seeks to Modify Labor Pact & Cut Retiree Benefits
-----------------------------------------------------------------
Checker Motors Corporation seeks permission from the Hon. James D.
Gregg of the U.S. Bankruptcy Court for the Western District of
Michigan to reject, pursuant to Sections 1113 and 1114 of the
Bankruptcy Code, their collective bargaining agreement with union
employees and eliminate certain retiree benefits.

The Debtor is a party to a collective bargaining agreement with
the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union,
AFL-CIO, CLC, and its Local 2-682.

The Debtor currently has 169 employees, 125 of whom are unionized.
Moreover, 176 individuals receive retiree benefits of $802,000 in
total annually.  The bargaining agreement has a termination date
of June 14, 2011, and calls for increases in wage rates and
employer pension contributions in June 2009 and June 2010.

Among others, the Debtor proposes to eliminate piece rate wage
payments, and that all employees will be paid at a straight hourly
rate as set forth in a new pay schedule.  Daily overtime will be
eliminated.  Overtime will be paid only for hours worked beyond 40
in a workweek.  The Debtor also wants free hand to send a junior
employee home at any time, provided the remaining employees have
the ability to perform the available work.  The Debtor will also
suspend the profit sharing plan.  The Debtor proposes to cap
insurance cost at the level of $500 per employee, on average.

The Debtor expects to realize up to $5,400,000 in annual cost
savings if its proposal is implemented.

With respect to retiree benefits, the Debtor proposes to take out
healthcare coverage to retirees as well as certain other insurance
benefits to union retirees.  The Debtor expects annual savings of
$802,000 if the proposal is implemented.

The Debtor tells the Court that it is not able to compete in the
automotive supplier marketplace as a consequence of its
uncompetitive labor rates and other employee and retirement
benefits and obligations.  In addition, the Debtor has had to
contend with continuing decline in market share of the Debtor's
OEM customers.

According to the Debtor, the request "is the last and most
important component of the Debtor's restructuring initiative," and
without the relief requested, it will not survive.  The Debtor
notes that it is burning roughly $550,000 of cash per month.  At
this rate, the Debtor expects to run out of cash in July 2009.  If
the request is not granted, the Debtor said it will have no choice
but to cease operations and liquidate its assets.

The Debtor notes that it spent about a year in discussions with
the union regarding the concessions sought.  While the union's
representatives seemed to agree that the company was facing
certain death without labor concessions, the union generally
reacted with an attitude of indifference to the request to
negotiate reasonable modifications to the labor agreement, the
Debtor tells the Court.  The parties also met post-bankruptcy,
including on January 30 wherein the union presented its first full
proposal.  The Debtor, however, found the proposal insufficient.

                       About Checker Motors

Headquartered in Kalamazoo, Michigan, Checker Motors Corporation
was established by Morris Markin in 1922 through a merger of
Commonwealth Motors and Markin Automobile Body.  The Debtor, once
the manufacturer of the famed Checker automobile (the iconic
American taxi cab), is a Kalamazoo, Michigan-based automotive
parts supplier that makes metal stampings and welded assemblies
for various car and truck lines.

The Company filed for Chapter 11 protection on January 16, 2009
(Bankr. W.D. Mich. Case No. 09-00358).  Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., represents the Debtor in its
restructuring efforts.  The Debtor proposed Plante & Moran as
financial advisor; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and McCarthy Smith Law Group as
special counsel.  An official committee of unsecured creditors has
been appointed in the case.  As of December 31, 2008, the Debtor
had $22.3 million in assets and $20.1 million in debts.


CHECKER MOTORS: Taps Carson Fischer as Bankruptcy Counsel
---------------------------------------------------------
Checker Motors Corporation seeks permission from the U.S.
Bankruptcy Court for the Western District of Michigan to employ
Carson Fischer, P.L.C. as its bankruptcy counsel to file and
prosecute their chapter 11 cases and all related matters.

Checker Motors needs the firm to provide advice with regard to the
Debtor's duties and responsibilities; assist in preparing
financial statements, balance sheets and business plans; pursue
claims against third parties; and assist in negotiations with
creditors and in preparing a plan of reorganization and obtaining
confirmation of that plan.

The firm will be paid pursuant to these hourly rates:

     Partners                        $350 - $550
     Associates                      $175 - $345
     Law clerks                      $110
     Legal assistants                $125

The Debtor will also reimburse the firm for necessary expenses.

Joseph M. Fischer, Esq., a partner at the firm, attests that
Carson Fischer does not hold or represent any interest adverse to
the Debtor's estates and is disinterested as that term is defined
in Section 101(14) of the Bankruptcy Code.

                       About Checker Motors

Headquartered in Kalamazoo, Michigan, Checker Motors Corporation
was established by Morris Markin in 1922 through a merger of
Commonwealth Motors and Markin Automobile Body.  The Debtor, once
the manufacturer of the famed Checker automobile (the iconic
American taxi cab), is a Kalamazoo, Michigan-based automotive
parts supplier that makes metal stampings and welded assemblies
for various car and truck lines.

The Company filed for Chapter 11 protection on January 16, 2009
(Bankr. W.D. Mich. Case No. 09-00358).  Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., represents the Debtor in its
restructuring efforts.  The Debtor proposed Plante & Moran as
financial advisor; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and McCarthy Smith Law Group as
special counsel.  An official committee of unsecured creditors has
been appointed in the case.  As of December 31, 2008, the Debtor
had $22.3 million in assets and $20.1 million in debts.


CHECKER MOTORS: Taps McCarthy Smith as Labor Counsel
----------------------------------------------------
Checker Motors Corporation seeks to hire McCarthy Smith Law Group
as special counsel with regard to labor and employment law matters
in the bankruptcy case.

Among other things, the Debtor will look to the firm for advice on
matters involving union-related issues; and the Debtor's duties
and responsibilities with respect to existing collective
bargaining agreements and the negotiation and revision of the
agreements.  The firm will also represent the Debtor with regard
to any actions brought by or against the Debtor involving labor
and employment law related matters.

The firm will be paid at these hourly rates:

     Partners                        $250
     Associates                      $170
     Legal assistants                 $95

Kevin M. McCarthy, Esq., a partner at the firm, attests that his
firm does not hold or represent any interest adverse to the
Debtor's estates and is disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Checker Motors

Headquartered in Kalamazoo, Michigan, Checker Motors Corporation
was established by Morris Markin in 1922 through a merger of
Commonwealth Motors and Markin Automobile Body.  The Debtor, once
the manufacturer of the famed Checker automobile (the iconic
American taxi cab), is a Kalamazoo, Michigan-based automotive
parts supplier that makes metal stampings and welded assemblies
for various car and truck lines.

The Company filed for Chapter 11 protection on January 16, 2009
(Bankr. W.D. Mich. Case No. 09-00358).  Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., represents the Debtor in its
restructuring efforts.  The Debtor proposed Plante & Moran as
financial advisor; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and McCarthy Smith Law Group as
special counsel.  An official committee of unsecured creditors has
been appointed in the case.  As of December 31, 2008, the Debtor
had $22.3 million in assets and $20.1 million in debts.


CHEMTURA CORP: Discusses Actions to Improve Liquidity
-----------------------------------------------------
Chemtura Corp. disclosed recent strides to improve liquidity as
well as its strategy to weather the current economic climate as a
viable, strong competitor in the specialty chemicals marketplace.

Craig A. Rogerson, Chairman, President and CEO, commented: "In
November and December Chemtura, like many companies, experienced a
sharp drop in demand from customers as orders were delayed or
reduced as the recession took hold. With Chemtura's overall
financial performance and outlook impacted by the deteriorating
macroeconomic climate the Company, as previously announced, sought
relief from our lending banks and subsequently entered into a
90-day amendment and waiver agreement with lenders under its
senior credit facility on December 30, 2008."

Certain of the Company's senior lenders further agreed to assist
the Company in establishing a new U.S. accounts receivable
facility to replace much of the liquidity that had previously been
available under the Company's existing accounts receivable
facility. On January 23, 2009, Chemtura closed on its new $150
million U.S. accounts receivable facility with a three-year term
and terminated its former U.S. facility.

Mr. Rogerson continued: "In the meantime, we resolved to take firm
measures to manage our liquidity going forward. We are reducing
indirect costs by $50 million as a result of eliminating layers,
broadening job scope, and utilizing the capabilities delivered by
consolidating our enterprise systems around SAP 6.0. We are
reducing our inventories by a substantial amount and have
suspended our dividend. We are continuing where possible to make
variable the fixed costs at our manufacturing facilities by
curtailing production lines and furloughing employees as required
to balance the reduced demand from our customers. We also retain a
close focus on aggressively managing working capital to supplement
our liquidity. We made good progress in the fourth quarter and
plan to make further progress in 2009."

Mr. Rogerson said that one of the Company's key objectives in the
first half of 2009 is to secure the liquidity to meet the maturity
of Chemtura's 2009 Notes when they come due on July 15, 2009.
"Our primary and preferred path to obtain this liquidity is the
sale of asset(s)," he said. "We continue to pursue multiple asset
divestment alternatives with multiple players and are in the midst
of diligence activities with potential buyers. As we evaluate all
of our alternatives (including asset dispositions), we will act in
the best interests of all our stakeholders. While there are no
assurances of success until a transaction is completed, the
process to sell an asset continues to make solid progress."
Rogerson continued: "We have a solid portfolio of businesses
today, and this will remain the case after an asset sale. Some are
high-margin industry leaders. Others have good growth potential,
while a few have significant challenges which we intend to
resolve."

Mr. Rogerson noted that all of the businesses were affected to
some extent by the economic downturn, which intensified as the
fourth quarter of 2008 progressed. However, the Company's Polymer
Additives business took the brunt of the reduction in demand from
customers, with sales for the fourth quarter, 2008 down 35 percent
compared to the fourth quarter, 2007. Demand from electronic,
building and construction, and polyolefin applications saw the
most significant impact.

For the Company as a whole, fourth quarter sales were impacted to
a slightly lesser extent, down 23 percent compared to a year ago.
However, full year 2008 sales were down 5 percent. This reflected
first, the fact that the dramatic drop in demand did not occur
until late in the year and, second, the divestiture of the
Oleochemicals business, both of which were offset in part by
higher selling prices due to raw material price increases and
growth from some business segments.

Chemtura expects to release its 2008 fourth quarter and full year
financial results on the evening of Wednesday, February 25, 2009,
followed by a conference call at 9:00 am EST the following day.
Those results will quantify an impairment of goodwill and
restructuring charges being taken in the fourth quarter 2008.

Mr. Rogerson said he has had success in meeting challenges similar
to those facing Chemtura, having been through difficult financial
conditions before while serving as an executive, including as
Chief Executive Officer of Hercules Inc.

"We are managing Chemtura's businesses with the expectation that
we will be here for the long run and that we will come out of this
a more efficient and effective partner to our suppliers and
customers, and a consistent, value-creating investment for our
owners," he said. "We appreciate the commitment and support of our
customers, suppliers and employees in this transitional period."

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

                           *     *     *

As reported by the Troubled Company Reporter on January 21, 2009,
Bloomberg News had said Chemtura Corp., and industry peers Ineos
Group Holdings, Georgia Gulf Corp. are crashing on a mountain of
takeover debt and may follow Lyondell Chemical Co. into
bankruptcy, based on the trading in their bonds.  As to Ineos,
Georgia Gulf and Chemtura, Bloomberg said the combination of $11.7
billion in debt, frozen credit markets and the global recession
are forcing the companies to negotiate with creditors to loosen
terms of their loans.  A glut in supplies that drove prices of
polypropylene down by half since October will make it even harder
for plastics makers to meet debt payments, just as manufacturers
in the Middle East add millions of tons of new supplies.

Chemtura had disclosed $3.88 billion in assets and about $2.46
billion in debts as of Sept. 30, 2008.  As of September 30, 2008,
total debt was 2.7 times adjusted earnings before interest, taxes,
depreciation and amortization.  In February 2008, the company
repurchased $30 million of its then outstanding $400 million 7%
Notes Due 2009.  The Notes mature in July 2009.

The TCR said February 9 that Moody's Investors Service lowered
Chemtura'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.


CHESAPEAKE CORP: Sec. 341 Meeting Slated for February 20
--------------------------------------------------------
The United States Trustee for the Eastern District of Virginia
will convene a meeting of the creditors of Chesapeake Corporation
and its debtor-affiliates on February 20, 2009, at 10:00 a.m.  The
meeting will be held at 701 East Broad Street, Suite 4300, in
Richmond, Virginia.

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

All creditors are invited, but not required, to attend.  The
Section 3419(a) Meeting of Creditors offers the one opportunity
in a bankruptcy proceeding for creditors to question a responsible
office of the Debtors under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

                   About Chesapeake Corporation

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

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

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

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

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

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


CHESAPEAKE CORP: Gets Go-Signal to Hire Hunton & Williams
---------------------------------------------------------
Judge Frank J. Santoro of the U.S. Bankruptcy Court for the
Eastern District of Virginia permitted Chesapeake Corporation and
its debtor-affiliates to employ Hunton & Williams, LLP, as their
bankruptcy counsel, to file and prosecute these chapter 11 cases
and all related matters.

Since 1973, Hunton & Williams has represented the Debtors in
various aspects of their businesses, including but not limited to
corporate, intellectual property, environmental, mergers and
acquisitions, and employment matters.  Furthermore, since August 1
2008, Hunton & Williams has advised the Debtors in regards to
restructuring their obligations and preparing the Debtors to file
their petitions for bankruptcy relief.

Hunton & Williams will render general legal services to the
Debtors as needed throughout the course of these chapter 11 cases,
including but not limited to bankruptcy, banking, corporate, labor
and employment, litigation and tax advice.

The initial hourly rates for the attorneys at Hunton & Williams
who are expected to have primary responsibility for these cases
are:

     Attorneys                      Hourly Rate
     ---------                      -----------
     Benjamin C. Ackerly                $680
     Peter S. Partee                    $680
     Gary E. Thompson                   $680
     Kimberly M. Magee                  $520
     Michael C. McCann                  $500
     J. R. Smith                        $500
     Jason W. Harbour                   $445
     Hilary A. Peet                     $255
     Hannah S. Garrett                  $255

Other attorneys in the Firm who may have responsibility for
particular issues arising in these cases bill at hourly rates
ranging from $230 per hour to $880 per hour.  Paralegal rates
range from $110 to $320 per hour and case clerk rates range from
$75 to $125 per hour.

The Debtors will also reimburse the Firm for all actual out-of-
pocket expenses.

Benjamin C. Ackerly, Esq., a partner with Hunton & Williams,
disclosed the Debtors provided the firm with a $750,000 advance
payment in September 2008.  Mr. Ackerly said that since January 1,
2008, Hunton & Williams has billed the Debtors $3,952,686 in the
aggregate.  As of the Petition Date, the Advanced Retainer had a
balance of $750,000, according to Mr. Ackerly, and the Debtors do
not owe Hunton & Williams any amounts for legal services rendered,
or reimbursement of expenses incurred before the Petition Date.

Mr. Ackerly has ascertained that while Hunton & Williams
represents certain of the Debtors' creditors and other parties-in-
interest in ongoing matters unrelated to the Debtors and the
chapter 11 cases, none of the representations are adverse to the
interests of the Debtors' estates or any class of creditors or
equity security holders.

                   About Chesapeake Corporation

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

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

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

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

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

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


CHESAPEAKE CORP: May Hire Hammonds LLP as European Counsel
----------------------------------------------------------
Chesapeake Corporation sought and obtained permission from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Hammonds LLP as special counsel in connection with certain
aspects of the proposed sale of substantially all of the Debtors'
assets including competition, pensions and European finance
aspects.

Hammonds is a multi-jurisdictional law firm with offices in
England, Belgium, France and Germany.  The firm has acted as
European advisor to certain of the Debtors and their non-debtor
subsidiaries since January 2008 in connection with Chesapeake's
refinancing endeavors and discussions with existing lenders.

The firm will be paid for its services at these hourly rates:

     Billing Category               Hourly Rate
     ----------------               -----------
     Partners                       GBP315 - GBP450
     Senior associates              GBP250 - GBP360
     Associates                     GBP190 - GBP290
     Paraprofessionals              GBP125 - GBP165

Hammonds professionals that will primarily render services to the
Debtors are Jon Bew, Wendy Hunter, Kirsty Bartlett, Tom Pick,
Guillaume Taillandier, Renata Victory, John Heaton and Ryan
Hawley.

Prior to the petition date, the Debtors paid an aggregate of
GBP200,000 to Hammonds as a classic retainer.  As of the petition
date, the Debtors did not owe the firm any amount for legal
services rendered prepetition.

Jon Bew, Esq., a partner at the firm, attests that his firm does
not have any connection with or any interest adverse to the
Debtors, their creditors, or any other party-in-interest, or their
attorneys and accountants with respect to any matters on which the
firm is to be engaged.

                   About Chesapeake Corporation

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

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

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

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

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

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


CHESAPEAKE CORP: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Chesapeake Corporation and 18 affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia, their
schedules of assets and liabilities, disclosing:

A. Chesapeake Corporation

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  A. Real Property
  B. Personal Property           $584,450,825
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $245,984,567
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     $362,764,411
                                 ------------   ------------
     TOTAL                       $584,450,825   $608,748,978

B. Chesapeake Printing and Packaging Company

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  A. Real Property                 $3,600,000
  B. Personal Property             $6,864,120

  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $26,589,035
                                 ------------   ------------
     TOTAL                        $10,464,120    $26,589,035


C. Chesapeake Pharmaceutical Packaging Company, Inc.

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  B. Personal Property            $34,786,668

  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $32,274,498
                                 ------------   ------------
     TOTAL                        $34,786,668    $32,274,498

D. Chesapeake International Holding Company

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
     TOTAL                                 $0             $0

E. WTM I Company

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  A. Real Property
  B. Personal Property            $57,429,222
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $6,904,143
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                              $67
                                 ------------   ------------
     TOTAL                        $57,429,222     $6,904,211

F. Sheffield, Inc.

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
     TOTAL                                 $0             $0

G. Chesapeake Assets Company

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
     TOTAL                                 $0             $0

H. Chesapeake Recycling Company

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  A. Real Property                         $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $7,844
                                 ------------   ------------
     TOTAL                                 $0         $7,844

I. Chesapeake Display and Packaging Company

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  B. Personal Property             $3,251,807
  D. Creditors Holding
     Secured Claims                                       $0
                                 ------------   ------------
     TOTAL                         $3,251,807             $0

J. The Chesapeake Corporation of Virginia

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  A. Real Property                         $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $1,012
                                 ------------   ------------
     TOTAL                                 $0         $1,012

K. Chesapeake Corporation (Wisconsin)

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
     TOTAL                                 $0             $0

M. Chesapeake Corporation (D.C.)

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
     TOTAL                                 $0             $0

N. Chesapeake Corporation (Illinois)

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
     TOTAL                                 $0             $0

O. Chesapeake Corporation (Louisiana)

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
     TOTAL                                 $0             $0

P. Chesapeake Forest Products Company, LLC

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  A. Real Property                         $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $6,697,982
                                 ------------   ------------
     TOTAL                                 $0     $6,697,982

Q. Cary St. Company

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  B. Personal Property               $290,979
  D. Creditors Holding
     Secured Claims                                       $0
                                 ------------   ------------
     TOTAL                           $290,979             $0

R. Delmarva Properties, Inc.

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  B. Personal Property            $24,219,684
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $2,916,655
                                 ------------   ------------
     TOTAL                        $24,219,684     $2,916,655

S. Stonehouse Inc.

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  B. Personal Property            $14,323,427
  D. Creditors Holding
     Secured Claims                                       $0
                                 ------------   ------------
     TOTAL                        $14,323,427             $0

                   About Chesapeake Corporation

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

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

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

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

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

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


CHRYSLER LLC: Faces $110-M Suit by Faurencia for Research Costs
---------------------------------------------------------------
Jewel Gopwani, Free Press Business Writer, reports that Faurencia,
a French auto supplier, has sued Chrysler LLC to obtain payment of
$110 million for engineering and research costs.

The report notes that engineering costs refer to the expenses
associated with interior parts made for Chrysler PT Cruiser and
Sebring, Dodge Avenger nad Nitro and Jeep Liberty.  Research costs
were originally baked into the price of each component, the report
adds.

Faurencia, according to the report, alleged that it was never
reimbursed of the expenses.  The report says that Chrysler did not
raise the price of each component when production fell below the
projection.  Ms. Gopwani, citing Faurencia, says that Chrysler's
volume reductions have cause correspondingly dramatic shortfalls
in Chrysler's payment of the amounts owed.

Faurencia, the report continues, also accuses Chrysler of handling
over its research to a Chinese company.

According to Michael Palese, Chrysler spokesperson, it would be
inappropriate to comment on the matter as Chrysler has not been
served with a lawsuit and has not had the opportunity to study the
allegation.

Ms. Gopwani says that the dispute reflects the effects of falling
volumes on suppliers, who are not only losing sales, but are also
losing out on up-front development expenses.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


CHRYSLER LLC: Asks Dealers to Order More to Hit Viability Plan
--------------------------------------------------------------
Chrysler LLC has continued urging its 3,300 dealers to order more
vehicles, Alex P. Kellogg at The Wall Street Journal reports,
citing people familiar with the matter.

According to WSJ, Chrysler has been asking Dodge and Jeep
franchises for the past few weeks to take on additional inventory
to help the company, as auto sales drop in the in the U.S.

WSJ relates that the sources said that Chrysler trying to reach
its February sales goal of 75,000 vehicles and generate revenue
for the company.  As of Tuesday afternoon Chrysler was still
10,000 vehicles short, WSJ states, citing a person familiar with
the matter.  Chrysler, according to WSJ, must show that dealers'
orders are strong, as part of a plan it has to submit by
February 17, which is included in the terms of the bailout loans
it secured from the government.

A dealer said that Chrysler continued to make calls on Tuesday,
including to those who had met their original allotment goal, WSJ
reports.  Chrysler could reach its goal if each one took another
three or four cars, WSJ says, citing a dealer.

WSJ, citing people familiar with the matter, relates that about
70% of the dealers have accepted their "allocation," or the orders
that were recommended by Chrysler.  WSJ states that orders were
supposed to be in by Friday and then Monday, but Chrysler has
extended the deadline.

According to WSJ, people familiar with the matter said that top
Chrysler executives have called dealers who had not yet agreed to
take more inventory to ask that they help out.  WSJ relates that
Chrysler is offering some new incentives, including $1,000 cash
bonus for the sale of vehicles like the Dodge Ram or Caravan.

Citing J.D. Power & Associates, WSJ states that the Chrysler
vehicles that were sold between January 1 and February 2 had
stayed in dealers' hands at an average of 132 days before they
were bought by clients, the longest "days-to-turn" for any
manufacturing except Mitsubishi Motors Corp. and Suzuki.  The
report says that the industry average was 94 days.

                       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.


CLEAR CHANNEL: Taps $1.6BB of Credit Facility, Stirs Up Doubt
-------------------------------------------------------------
Radio Business Report states that Clear Channel Communications,
Inc., has borrowed the remaining $1.6 billion available under its
$2.0 billion revolving credit facility to improve its liquidity
position in light of continuing uncertainty in credit market and
economic conditions.

According to Radio Business, Clear Channel took the $1.6 billion
just after Moody's Investors Service said it had placed
$23 billion of debt at Clear Channel under review for a possible
downgrade.  FMQB relates that the review was due to concerns that
"radio revenues in 2009 will turn out to be lower than expected
and the company's cash flow could decline to levels that would
weaken credit metrics and cause a breach of financial covenants."

Sarah McBride at The Wall Street Journal reports that Clear
Channel's debt traded at sharply lower levels after it said that
it was tapping an additional $1.6 billion in credit.

Clear Channel's term loan due in 2016 was trading at 45 cents on
the dollar on Tuesday, down from 50 cents last week, WSJ states.
WSJ says that a Clear Channel bond due in 2013 was trading at 13
cents on the dollar, down from 15 cents at the start of February
and 80 cents in 2008.

WSJ relates that drawing down the remaining $1.6 billion in its
credit facility injects more cash into Clear Channel's balance
sheet.  According to the report, investors grew more skeptical
about Clear Channel's ability to repay loans, and analysts are
wondering whether Clear Channel may have decided to access those
funds now for fear it won't be able to do so later.  Clear Channel
might not be able to use that credit if it breaches certain
financial covenants-conditions that it must meet to satisfy
lenders, the report says, citing analysts.

WSJ states that Clear Channel didn't specify what it would use the
funds for.

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by the Troubled Company Reporter on Jan. 7, 2009,
participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
49.80 cents-on-the-dollar during the week ended January 2, 2009.
This represents a drop of 1.87 percentage points from the previous
week.  Clear Channel Communications pays interest at 365 points
above LIBOR.  The bank loan matures on December 30, 2015. The bank
loan carries Moody's B1 rating and Standard & Poor's B rating.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
Clear Channel planned to lay off about 1,500 workers, or 7% of its
staff in the U.S.  Clear Channel has 20,000 workers in the U.S.
The layoffs will mostly affect employees in ad sales.  Clear
Channel will implement other cuts to save almost
$400 million.


CNA FINANCIAL: Moody's Affirms Subordinated Debt Rating at 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior debt rating
of CNA Financial Corp., Inc., and the A3 insurance financial
strength ratings on Continental Casualty Company and members of
its property/casualty insurance intercompany pool.  However, the
outlook for the ratings has been changed to negative from stable
because of continued investment losses resulting in weakness in
earnings, and reduced capitalization.

The company recently released full year results, which included a
net after-tax loss of $299 million and a decline in equity year
over year of 32% to $6.9 billion as of December 31, 2008.  The
decline in CNA's shareholders' equity reflects full year net
after-tax operating income (excluding realized investment gains
(losses)) of $533 million, together with after-tax realized
capital losses of $841 million during 2008 and an all other
comprehensive after-tax loss -- consisting primarily of unrealized
investment losses -- of $3.9 billion at year-end.

"Although CNA's investment portfolio includes a well-diversified
mix of municipal, corporate, structured, and alternative
instruments, Moody's believe that further losses of meaningful
amount are likely to continue in 2009," commented Moody's senior
credit officer Alan Murray.  "However, the ultimate economic loss
potential in these positions is likely to be significantly less
than current market values suggest."  Although the company does
have a sizeable portfolio of longer-dated fixed maturities, which
tend to have more volatile valuations, Moody's noted that these
support longer-duration long-term care and pension liabilities,
which are not exposed to meaningful disintermediation liquidity
risk.

"Future economic losses in CNA's investment portfolio will
constrain profitability and capital growth near-term, resulting in
higher leverage and a weakened financial flexibility position,"
Mr. Murray noted, "the holding company's liquidity position
remains sound, with approximately $540 million of cash and high-
quality liquid securities and no significant near-term debt
maturities."  However, a continuation of more significant than
expected investment impairments (e.g. more than $750 million pre-
tax in 2009) absent further equity-like capital support from
majority-owner Loews and/or other shareholders, could prompt the
rating agency to downgrade CNA's ratings.

In affirming the ratings, Moody's cited CNA's leadership position
in many major commercial and specialty property/casualty insurance
lines in the U.S., its adequate capitalization, a generally
improved profitability and operational leverage profile in recent
years, and the historically supportive parentage of Loews.  These
strengths remain tempered by a history in past market down-cycles
of weak and volatile operating results, exposures to asbestos and
environmental liabilities as well as to natural and manmade
catastrophes, and potential volatility arising from claim reserve
variability and reinsurance counterparty credit risks.

Moody's noted that a combination of these factors could lead to a
return to a stable outlook: realized investment losses moderating
to less than $500 million pre-tax in 2009, a continuation of
current trends or improvement in core operating earnings, a
significant decline in CNA's unrealized investment loss position,
and financial leverage below 25%.

Factors that could lead to a downgrade include these: a further
decline in shareholders' equity of $1 billion or more or realized
investment losses in excess of $750 million pre-tax in 2009;
sustained adjusted financial leverage in excess of 30%; a multi-
notch downgrade of Loews Corporation; annual catastrophe losses
exceeding 15% of shareholders' equity; earnings coverage of
interest on debt and preferred dividends below 2x; annual adverse
reserve development in excess of 5% of total reserves.

The rating agency added that the spread between the A3 insurance
financial strength rating of Continental Casualty Company and
members of its intercompany reinsurance pool, and CNA Financial
Corporation's Baa3 senior debt rating is 3 notches, which is
standard notching for US-based insurance groups.

These ratings have been affirmed with a negative outlook:

  -- CNA Financial Corporation: senior unsecured debt at Baa3;
     provisional rating for senior debt at (P)Baa3; provisional
     rating for subordinated debt at (P)Ba1; preferred stock at
     Ba2; provisional rating for preferred stock at (P)Ba2;

  -- The Continental Corporation - senior debt at Baa3;

  -- CNA Financial Capital I, II and III: provisional rating for
     subordinated debt at (P)Ba1.

  -- Insurance financial strength ratings at A3 for members of
     CNA's Continental Casualty Company intercompany reinsurance
     pool:

     -- American Casualty Company of Reading, Pennsylvania
     -- Columbia Casualty Company;
     -- Continental Casualty Company;
     -- Continental Insurance Company of New Jersey;
     -- Continental Insurance Company;
     -- National Fire Insurance Company of Hartford;
     -- Transportation Insurance Company;
     -- Valley Forge Insurance Company.

CNA Financial Corporation is engaged through its subsidiaries in
commercial and specialty property and casualty insurance.  For the
full year 2008, CNA Financial Corporation reported net earned
premiums for property/casualty insurance operations of
$7.2 billion and a net loss of $299 million.  As of December 31,
2008, shareholders' equity was $6.9 billion.

Moody's most recent rating action on CNA Financial Corp. was on
October 27, 2008 when the rating firm affirmed its long-term
ratings on CNA Financial Corporation and it's subsidiaries with a
stable outlook, following the announcement of the company's
results for the third quarter of 2008, the cancellation of its
common shareholder dividends, and a $1.25 billion injection of
preferred shares by its 90% parent, Loews Corporation.

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


COBBLESTONE ESTATES: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cobblestone Estates, Inc.
        1 Carman Court
        Huntington Station, NY 11746

Bankruptcy Case No.: 09-70743

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: February 9, 2009

Court: Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Craig D. Robins, Esq.
                  CraigRobinsLaw@aol.com
                  Law Office of Craig D. Robins
                  180 Froehlich Farm Blvd.
                  Woodbury, NY 11797
                  Tel: (516) 496-0800
                  Fax: (516) 682-4775

Total Assets: $15,050,100

Total Debts: $15,203,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
NYC Dept. of Finance           Real Estate Taxes $150,000.00
P.O. Box 32                    value:
Church Street Station          $15,000,000;
New York NY 10008-0032         net unsecured:
                               $150,000

AKRF, Inc.                     Consulting        $25,000
440 Park Ave South
New York NY 10016

Edgeboro International Inc.    Vendor and        $20,000
P.O. Box 520                   building supplies
Milltown NJ 08850

Allied Environmental Group     Trucking Fees     $8,000

The petition was signed by Ranjan Betheja, president.


COMDISCO HOLDING: Reports Fiscal 1st Quarter 2009 Results
---------------------------------------------------------
Comdisco Holding Company, Inc. reported financial results for its
fiscal first quarter ended December 31, 2008.  Comdisco Holding
emerged from Chapter 11 bankruptcy proceedings on August 12, 2002
and, under its Plan of Reorganization, its business purpose is
limited to the orderly sale or run-off of all its remaining
assets.

For the quarter ended December 31, 2008, Comdisco Holding reported
a net loss of approximately $72,000.  For the quarter ended
December 31, 2008, total revenue decreased by 94% to $381,000.
The decrease is primarily the result of lower gains on the sale of
equity securities in the current quarter.  Gains were roughly
$92,000 for the current quarter compared to gains of roughly $5.7
million for the quarter ended December 31, 2007.

Net cash provided by operating activities was $4,771,000 for the
quarter ended December 31, 2008 compared to net cash provided
by operating activities of $3,629,000 for the quarter ended
December 31, 2007. The net cash provided by operating activities
in the quarter ended December 31, 2008 included cash receipts of
approximately $5.3 million from income tax refunds for Comdisco
Holding Company, Inc.'s Canadian subsidiary. However, such
receipts are anticipated to be used to satisfy Canadian taxes
payable.

Total assets are $73,552,000 as of December 31, 2008 which
included $61,947,000 of unrestricted cash, compared with total
assets of $75,464,000 as of September 30, 2008 which included
$57,554,000 of unrestricted cash.

Pursuant to Comdisco's plan of reorganization and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose.  Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan.  At that point, the company will cease operations and no
further distributions will be made.  Comdisco filed on August 12,
2004, a Certificate of Dissolution with the Secretary of State of
the State of Delaware to formally extinguish Comdisco Holding
Company, Inc.'s corporate existence with the State of Delaware
except for the purpose of completing the wind-down contemplated by
the Plan.


COREL CORP: Nov. 30 Balance Sheet Upside Down by $8.3 Million
-------------------------------------------------------------
Corel Corporation (NASDAQ:CREL; TSX:CRE) reported on February 6,
2009, financial results for its fourth quarter and year ended
November 30, 2008. Revenues in the fourth quarter of fiscal 2008
were $69.4 million, a decrease of 4 percent over revenues of $72.4
million in the fourth quarter fiscal 2007. GAAP net income in the
fourth quarter of fiscal 2008 was $1.2 million, or $0.05 per basic
and diluted share, compared to GAAP net income of
$3.3 million, or $0.13 per basic and diluted share, in the fourth
quarter of fiscal 2007.

Non-GAAP adjusted net income for the fourth quarter fiscal 2008
was $11.4 million, or $0.43 per diluted share, compared to non-
GAAP adjusted net income for the fourth quarter of fiscal 2007 of
$13.4 million, or $0.51 per diluted share. Non-GAAP adjusted
EBITDA in the fourth quarter of 2008 was $16.9 million, a decrease
of 15 percent over $19.9 million in the fourth quarter of 2007.
Revenues for the year ended November 30, 2008 were $268.2 million,
an increase of 7 percent over revenues of
$250.5 million for the year ended November 30, 2007. GAAP net
income for the year ended November 30, 2008 was $3.7 million, or
$0.14 per basic and diluted share, compared to a GAAP net loss of
$13.1 million, or $0.52 per diluted share, for the year ended
November 30, 2007.

Non-GAAP adjusted net income for the year ended November 30, 2008,
was $37.8 million, or $1.44 per diluted share, compared to non-
GAAP adjusted net income for the year ended November 30, 2007, of
$34.0 million, or $1.32 per diluted share. Non-GAAP adjusted
EBITDA for the year ended November 30, 2008 was
$60.9 million, an increase of 6 percent over $57.3 million for the
year ended November 30, 2007.

"Thanks to the efforts of our global team, Corel delivered a solid
2008," said Kris Hagerman, Interim CEO of Corel. "Despite facing a
tough economic climate as we closed out the fourth quarter,
revenues for the full year were up across all geographies and
business units, demonstrating the benefits of Corel's broad
product portfolio and diversified channel strategy. Looking ahead
to 2009, we have an exciting slate of new product introductions
that we believe will further enhance our market position, even in
a challenging economy."

Given the uncertainty of the current global economic environment,
the Company has elected not to provide guidance for Q1 or the full
year at this time.

As of November 30, 2008, the company's balance sheet showed total
assets of $259,396,000 and total liabilities of $267,759,000,
resulting in total shareholders' deficit of $8,363,000.

                       About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the company's global e-
Stores, and the company's international network of resellers and
retail vendors.

The company's award-winning product portfolio includes some of the
world's most widely recognized and popular software brands,
including CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R)
Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R)
WordPerfect(R) Office and WinZip(R).  The company's global
headquarters are in Ottawa, Canada, with major offices in the
United States, United Kingdom, Germany, China, Taiwan and Japan.

The Troubled Company Reporter reported on Nov. 6, 2008, that
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings, on Ottawa-based
packaged software provider Corel Corp.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed March 31, 2008.  The outlook is stable.  At
Aug. 31, Corel had US$159 million of debt outstanding.


COUNTRY COACH: Creditors File Involuntary Chapter 11 Petition
-------------------------------------------------------------
Court documents say that Riley Investment Management LLC, B. Riley
& Company LLC, and Fluid Connector Products Inc. have filed an
involuntary Chapter 11 bankruptcy petition against Country Coach
LLC in the U.S. Bankruptcy Court for the District of Oregon.

Reuters relates that Riley Investment, B. Riley, and Fluid
Connector claimed that Country Coach owes them $1 million.

According to Reuters, Wells Fargo Bank filed a lawsuit against
Country Coach in January, when the Company defaulted on a
$25 million credit facility.  Court documents say that Wells Fargo
said that Country Coach owes it about $8 million as of December
2008.

A division of Volvo Group Canada, Prevost, also sued Country Coach
for allegedly failing to pay for two bus shells, according to
court documents.

In September, Country Coach completed a restructuring plan aimed
at stemming a sharp decline in sales volume to due market
pressures.  In its eight-month restructuring, Country Coach cut
its size by 50%, reduce staffing and inventory.  Country Coach
LLC's key investors, led by Bryant Riley, also reaffirmed their
commitment towards the company.  "Adding to the millions of
dollars this group has invested in Country Coach since February
2007, the investing partners have committed an additional $6
million in new cash to ensure the company can maintain an
aggressive position relative to product quality, lean
manufacturing initiatives and new R & D projects like the exciting
new Veranda line of coaches," a September 2008 release said.

Country Coach was sent to Chapter 11 less than two months after
its owner, National R.V. Holdings Inc., reorganized in court,
Bloomberg's Bill Rochelle said.  National R.V., had its
reorganization plan approved by a judge in December.  The Perris,
California based company sought Chapter 11 protection in November
2007, listing assets of $54.4 million against debt of $30.1
million.

Country Coach, LLC -- http://www.countrycoach.com/-- is a
Highline motorcoach builder.  Country Coach was founded in 1973
and has a 508,000 square feet manufacturing facility in Junction
City, Oregon.


CSC HOLDINGS: Moody's Assigns 'B1' Rating on $500 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$500 million senior unsecured note issuance by CSC Holdings, Inc.,
a wholly-owned subsidiary of Cablevision Systems Corporation.  Net
proceeds from the issuance, along with $750 million of proceeds
from the company's January 2009 offering, will be used to
refinance debt.  The short-term liquidity rating for Cablevision
has been raised to SGL-2 ("good") from SGL-3 ("adequate"),
reflecting the company's improved liquidity profile proforma for
the assumed successful completion of the new bond offering.  All
other ratings for Cablevision, CSC and subsidiary Newsday LLC were
affirmed. The outlook for all ratings remains stable.

Moody's has taken these rating actions:

Issuer: Cablevision Systems Corporation

Corporate Family Rating -- Affirmed at Ba3

  * Probability of Default Rating -- Affirmed at Ba3

  * Senior Unsecured Notes -- Affirmed at B2 (LGD6 -- 93%)

  * Speculative Grade Liquidity Rating -- Upgraded to SGL-2 from
    SGL-3

  * Rating Outlook -- Stable

Issuer: CSC Holdings, Inc. (CSC)

  * Senior Secured Bank Credit Facilities -- Affirmed at Ba1
    (LGD2 -- 18%)

  * Senior Unsecured Notes / Debentures -- Affirmed at B1
    (LGD4 -- 69%)

  * Rating Outlook -- Stable

Issuer: Newsday LLC (Newsday)

  * Senior Secured Fixed Rate Term Loan (gtd. by CSC on a senior
    unsecured basis) -- Affirmed at B1 (LGD4 -- 69%)

The speculative grade liquidity rating revision to SGL-2 reflects
Cablevision's improved internal liquidity when considering the
$1.25 billion of proceeds from its 2009 bond issuances, cash on
hand of $315 million (as of 9/30/08) and Moody's expectation that
the company will generate about $350 million of free cash flow in
2009.  The rating change also subsequently reflects expectations
of reduced reliance on the CSC revolving credit facility to fund
Cablevision and CSC debt maturities and requisite amortization
payments totaling $1.7 billion in 2009, given the pending debt
offering which augments the January 2009 issuance.

Cablevision's ratings continue to broadly reflect the company's
high financial risk and growing business risk, both of which are
exacerbated by the historically shareholder-oriented
predisposition and investment strategies of the controlling Dolan
family.  These risks are mitigated, however, by the industry-
leading operating performance of the core cable business and
prospects for further growth in what are perceived to be very high
value assets, inclusive of the content and other media properties
owned by the company.  "Difficult market conditions
notwithstanding, long-term ratings for Cablevision have fully
incorporated the expectation that the company would in fact be
able to access new capital to satisfy upcoming maturities," noted
Moody's Senior Vice President Russell Solomon.

Newsday's ratings continue to principally reflect the support
afforded by the guaranty provided by CSC on a senior unsecured
basis, which augments an otherwise comparatively weak underlying
fundamental credit profile and some credit enhancement via
interest payments received on Cablevision mirror notes.

Moody's last rating action on Cablevision was on January 8, 2009,
when Moody's assigned a B1 rating to its new bond issuance and
affirmed the company's Ba3 corporate family rating.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving more than 3 million subscribers in and around the
New York metropolitan area.  Among other entertainment- and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

                           *     *     *

The 'BB' rating simultaneously issued by S&P on the unsecured
notes is two notches higher than the 'B1' rating issued by
Moody's.


CSC HOLDINGS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level and '3' recovery ratings to CSC Holdings Inc.'s
proposed $500 million senior notes due 2019.  The '3' recovery
rating indicates the expectation for meaningful (50%-70%) recovery
of principal in the event of payment default.

At the same time, S&P placed the 'BB+' rating on $650 million of
senior secured debt of majority-owned Newsday LLC on CreditWatch
with negative implications.

The 'BB' corporate credit rating on parent Cablevision Systems
Corp. remains unchanged.  Bethpage, New York-based Cablevision is
a major cable operator in the New York metropolitan area.

The notes will be sold under Rule 144A and the company will be
required to file a future exchange offer registration under
certain conditions.  Proceeds of the new notes, in combination
with net proceeds of $732 million from notes sold last month will
be used to repay or repurchase $500 million of notes due April
2009 and a portion of the aggregate $1.4 billion of notes due in
July and August.  Total reported debt was about $12 billion at
Sept. 30, 2008.

The ratings on Cablevision reflect S&P's expectation that the
company may well choose to pursue its historic, aggressive
financial policy, a factor that overshadows its investment-grade
business risk profile.  Cablevision's satisfactory business
position stems largely from the attractive demographics of its
well-clustered, well-managed 3.1 million metropolitan New York
cable TV customers.

                           *     *     *

S&P's 'BB' rating on the unsecured notes is two notches higher
than the 'B1' rating simultaneously issued by Moody's.


DBSI INC: Unit's Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: DBSI Inc.
        1550 S. Tech Lane
        Meridian, ID 83642

Bankruptcy Case No.: 08-12687

Debtor-affiliates that filed separate Chapter 11 petitions on
Feb. 9, 2009:

        Entity                                     Case No.
        ------                                     --------
DBSI Surprise Farms LLC                            09-10409

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 26, 2008:

        Entity                                     Case No.
        ------                                     --------
FOR 1031 Brookhollow One LLC                       09-10262
DBSI Brookhollow One LLC                           09-10263
DBSI Lone Peak Parkway LLC                         09-10264

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 9, 2008:

        Entity                                     Case No.
        ------                                     --------
FOR 1031 Broadway Plaza LLC                        09-10080
Florissant Market Place Acquisition LLC            09-10081

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 7, 2008:

        Entity                                     Case No.
        ------                                     --------
Belton Town Center Acquisition LLC                 09-10034
DBSI Broadway Plaza LeaseCo LLC                    09-10035
DBSI Collins Offices LLC                           09-10036
DBSI Development Services LLC                      09-10037
DBSI-Renaissance Flowood LLC                       09-10038
DBSI Land Development LLC                          09-10039
DBSI Lexington LLC                                 09-10040
DBSI Meridian 184 LLC                              09-10041
DBSI One Hernando Center North LLC                 09-10042
DBSI Republic LeaseCo LLC                          09-10043
South Cavanaugh LLC                                09-10044
DBSI 121/Alma Land L.P.                            09-10045
DBSI 121/Alma LLC                                  09-10046

Debtor-affiliates that filed separate Chapter 11 petitions on
Nov. 10, 2008:

        Entity                                     Case No.
        ------                                     --------
DBSI South 75 Center LeaseCo LLC                   08-12688
DBSI 14001 Weston Parkway LeaseCo LLC              08-12689
DBSI CP Ironwood LeaseCo LLC                       08-12690
DBSI Lake Ellenor LeaseCo LLC                      08-12691
DBSI 12 South Place LeaseCo LLC                    08-12692
DBSI 13000 Weston Parkway LeaseCo LLC              08-12693
DBSI 2001A Funding Corporation                     08-12694
DBSI 2001B Funding Corporation                     08-12695
DBSI 2001C Funding Corporation                     08-12696
DBSI 2005 Secured Notes Corporation                08-12697
DBSI 2006 Secured Notes Corporation                08-12698
DBSI 2008 Notes Corporation                        08-12699
DBSI 2nd Street Quad LeaseCo LLC                   08-12700
DBSI 700 Locust LeaseCo LLC                        08-12701
DBSI Abbotts Bridge LeaseCo LLC                    08-12702
DBSI Allison Pointe LeaseCo LLC                    08-12703
DBSI Amarillo Apartments LeaseCo LLC               08-12704
DBSI Anna Plaza LeaseCo LLC                        08-12705
DBSI Arlington Town Square LeaseCo LLC             08-12706
DBSI Arrowhead LeaseCo LLC                         08-12707
DBSI Avenues North Center LeaseCo LLC              08-12708
DBSI Bandera Trails LeaseCo LLC                    08-12709
DBSI Battlefield Station LeaseCo LLC               08-12710
DBSI Belton Town Center LeaseCo LLC                08-12711
DBSI Breckinridge LeaseCo LLC                      08-12712
DBSI Brendan Way LeaseCo LLC                       08-12713
DBSI Brookfield Pelham LeaseCo LLC                 08-12714
DBSI Cambridge Place LeaseCo LLC                   08-12715
DBSI Carolina Commons LeaseCo LLC                  08-12716
DBSI Cedar East and Cypress LeaseCo LLC            08-12717
DBSI Clear Creek Square LeaseCo LLC                08-12718
DBSI Corporate Woods LeaseCo LLC                   08-12719
DBSI CP Clearwater LeaseCo LLC                     08-12720
DBSI Cranberry LeaseCo LLC                         08-12721
DBSI Cross Pointe LeaseCo LLC                      08-12722
DBSI Crosstown Woods LeaseCo LLC                   08-12723
DBSI Daniel Burnham LeaseCo LLC                    08-12724
DBSI Decatur LeaseCo LLC                           08-12725
DBSI Eagle Landing LeaseCo LLC                     08-12726
DBSI Embassy Tower LeaseCo LLC                     08-12727
DBSI Executive Dr LeaseCo LLC                      08-12728
DBSI Executive Park LeaseCo LLC                    08-12729
DBSI Fairlane Green LeaseCo LLC                    08-12730
DBSI Fairway LeaseCo LLC                           08-12731
DBSI Florissant Market Place LeaseCo LLC           08-12732
DBSI Gadd Crossing LeaseCo LLC                     08-12733
DBSI Ghent Road LeaseCo LLC                        08-12734
DBSI Grant Street Portfolio LeaseCo LLC            08-12735
DBSI Green Street Commons Leaseco LLC              08-12736
DBSI Guaranteed Capital Corporation                08-12737
DBSI Hampton LeaseCo LLC                           08-12738
DBSI Hickory Plaza LeaseCo LLC                     08-12739
DBSI Highlands & Southcreek LeaseCo LLC            08-12740
DBSI Houston Levee Galleria Leaseco LLC            08-12741
DBSI Kemper Pointe LeaseCo LLC                     08-12742
DBSI Kenwood Center LeaseCo LLC                    08-12743
DBSI Keystone Commerce LeaseCo LLC                 08-12744
DBSI Lake Natoma LeaseCo LLC                       08-12745
DBSI Lamar LeaseCo LLC                             08-12746
DBSI Landmark Towers Leaseco LLC                   08-12747
DBSI Lifestyle Center LeaseCo LLC                  08-12748
DBSI Lincoln Park 10 LeaseCo LLC                   08-12749
DBSI Mansell Forest LeaseCo LLC                    08-12750
DBSI Mansell Place LeaseCo LLC                     08-12751
DBSI Master Leaseco, Inc.                          08-12752
DBSI Meadow Chase Apartments LeaseCo LLC           08-12753
DBSI Megan Crossing LeaseCo LLC                    08-12754
DBSI Metropolitan Square LeaseCo LLC               08-12755
DBSI Missouri LeaseCo LLC                          08-12756
DBSI Network LeaseCo LLC                           08-12757
DBSI North Logan Retail Center LeaeCo LLC          08-12758
DBSI North Park LeaseCo LLC                        08-12759
DBSI North Stafford LeaseCo LLC                    08-12760
DBSI Northlite Commons II LeaseCo LLC              08-12761
DBSI Northpark Ridgeland LeaseCo LLC               08-12762
DBSI Northridge LeaseCo LLC                        08-12763
DBSI Oakwood Plaza LeaseCo LLC                     08-12764
DBSI Old National Town Center LeaseCo LLC          08-12765
DBSI One Executive Center LeaseCo LLC              08-12766
DBSI One Hanover LeaseCo LLC                       08-12767
DBSI Park Creek-Gainesville LeaseCo LLC            08-12768
DBSI Parkway III LeaseCo LLC                       08-12769
DBSI Peachtree Corners Pavilion LeaseCo LLC        08-12770
DBSI Phoenix Peak LeaseCo LLC                      08-12771
DBSI Pinehurst Square East LeaseCo LLC             08-12772
DBSI Pinehurst Square West LeaseCo LLC             08-12773
DBSI Plano Tech Center LeaseCo LLC                 08-12774
DBSI Portofino Tech Center LeaseCo LLC             08-12775
DBSI Properties Inc.                               08-12776
DBSI Real Estate Funding Corporation               08-12777
DBSI Realty Inc.                                   08-12778
DBSI Road 68 Retail Center LeaseCo LLC             08-12779
DBSI Sam Houston Tech Center LeaseCo LLC           08-12780
DBSI Sapphire Pointe LeaseCo LLC                   08-12781
DBSI Securities Corporation                        08-12782
DBSI Sherwood Plaza LeaseCo LLC                    08-12783
DBSI Shoppes at Misty Meadows LeaseCo LLC          08-12784
DBSI Shoppes at Trammel LeaseCo LLC                08-12785
DBSI Signature Place LeaseCo LLC                   08-12786
DBSI Silver Lakes Leaseco LLC                      08-12787
DBSI Southport Pavilion LeaseCo LLC                08-12788
DBSI Spalding Triangle LeaseCo LLC                 08-12789
DBSI Spring Valley Road LeaseCo LLC                08-12790
DBSI Springville Corner Leasco LLC                 08-12791
DBSI ST Tower LeaseCo LLC                          08-12792
DBSI St. Andrews Place LeaseCo LLC                 08-12793
DBSI Stone Glen Village LeaseCo LLC                08-12794
DBSI Stony Brook South LeaseCo LLC                 08-12795
DBSI Streetside at Towne Lake LeaseCo LLC          08-12796
DBSI Topsham Fair Mall LeaseCo LLC                 08-12797
DBSI Torrey Chase LeaseCo LLC                      08-12798
DBSI Treasure Valley Business Center LeaseCo LLC   08-12799
DBSI Trinity Ridge Business Center LeaseCo LLC     08-12800
DBSI University Park LeaseCo LLC                   08-12801
DBSI Vantage Drive LeaseCo LLC                     08-12802
DBSI Watkins LeaseCo LLC                           08-12803
DBSI West Oaks Square LeaseCo LLC                  08-12804
DBSI Wilson Estates LeaseCo LLC                    08-12805
DBSI Winchester Office LeaseCo LLC                 08-12806
DBSI Windcom Court LeaseCo LLC                     08-12807
DBSI Wisdom Pointe LeaseCo LLC                     08-12808
DBSI Woodlands Medical Office LeaseCo LLC          08-12809
DBSI Woodside Center LeaseCo LLC                   08-12810
DCJ Inc.                                           08-12811
DBSI Draper LeaseCo LLC                            08-12812
FOR 1031 LLC                                       08-12813
Spectrus Real Estate Inc.                          08-12814
DBSI Academy Park Loop LeaseCo LLC                 08-12815
DBSI Copperfield Timbercreek LeaseCo LLC           08-12816
DBSI Corporate Center II LeaseCo LLC               08-12817
DBSI Executive Plaza LeaseCo LLC                   08-12818
DBSI Northgate LeaseCo LLC                         08-12819
DBSI Two Notch Rd. LeaseCo LLC                     08-12820
DBSI Asset Management LLC                          08-12821
DBSI 2006 Land Opportunity Fund LLC                08-12822
DBSI Shoppes at Trammel LLC                        08-12823
DBSI 2007 Land Improvement & Development Fund LLC  08-12824
DBSI 2008 Land Option Fund LLC                     08-12825
DBSI Alma/121 Office Commons LLC                   08-12826
DBSI Cottonwood Plaza Development LLC              08-12827
DBSI Draper Technology 21 LLC                      08-12828
DBSI Escala LLC                                    08-12829
DBSI Short-Term Development Fund LLC               08-12830
DBSI Telecom Office LLC                            08-12831
DBSI Discovery Real Estate Services LLC            08-12834

Related Information: The Debtors operate a real estate company.
                     See: http://www.dbsi.com

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James L. Patton, Esq.
                  bankfilings@ycst.com
                  Joseph M. Barry, Esq.
                  bankfilings@ycst.com
                  Michael R. Nestor, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6684
                       (302) 571-6600
                       (302) 571-1253
                  http://www.ycst.com

Notice Claims and Balloting Agent Claims: Kurztman Carson
                                          Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Ellen Kwiatkowski-             investment        $26,743,328
Schwinge
402 Kilarney Pass
Mundeleim, IL 60060

Michael Kanoff                 investment        $18,696,689
3500 Flamingo Drive
Miami Beach, Fl 33140

Harold Rubin                   investment        $17,854,893
100 North Street
Teterboro, NJ 07608

Bill Ramsey                    investment        $15,500,000
PO Box 690
Salinas, CA 93902

Frederick Nicholas             investment        $14,250,863
3844 Culver Center Street
Suite B
Culver City, CA 90232

Peter Evans                    investment        $7,317,633
17046 Marina Bay Drive
Huntington Beach, CA 92649

Jeffrey Johnston               investment        $7,200,000
1751 Wst. Citracado Pkwy.
Clubhouse
Escondido, CA 92029

Yim Chow                       investment        $7,200,000
702 Los Pinos Avenue
Milpitas, CA 95035

Phyllis Chu                    investment        $6,191,068
3020 Gough Street
San Francisco, CA 94123

Elizabeth Noonan               investment        $5,395,000
316 Chapin Lane
Burlingame, CA 94010

John Roeder                    investment        $5,375,848
PO Box 23490
San Jose, CA 95153

Jim Nicholas                   investment        $5,325,000
385 Hilcrest Road
Englewood, NJ 07632

Robert Markstein               investment        $5,220,000
696 San Ramon Valley
Boulevard, #347
Danville, CA 94526

Robert Angelo                  investment        $4,542,500
33316 S.E. 34th Street
Washougal, WA 98671

Henry Vara                     investment        $4,509,982
16960 Bohlman Road
Saratoga, CA 95070

Alan Destefani                 investment        $4,500,000
PO Box 20968
Bakersfield, CA 93390

Kevin Pascoe                   investment        $4,476,000
9400 Etchart Road
Bakersfield, CA 93314

Martha Walker                  investment        $4,324,349
863 S. Bates Street
Birmingham, AL 48009

Tina Bernard                   investment        $4,277,596
19336 Collier Street
Tarzana, CA 91356

Paul Wendland                  investment        $4,208,999
1034 N. Datepalm Drive
Gilbert, AZ 85234

William Marvel                 investment        $3,579,289
492 Escondido Circle
Grand Junction, CO 81503

James Fritts                   investment        $3,424,900
309 W. Washington Street
Charlestown, WV 25414

Joan Kresse                    investment        $3,410,909
5100 Figueroa Mountain Road
Los Olivios, CA 93441

John Baklayan                  investment        $3,400,000
16105 Whitecap Land
Huntington Beach, CA 92649

Robert Rifkin                  investment        $3,360,000
697 Red Arrow Trail
Palm Desert, CA 92211

Gerard Keller                  investment        $3,200,783
12-161 Saint Andrews Drive
Ranco Mirage, CA 92270

Kristi Wells                   investment        $3,120,000
2860 Old Quarry Road
West Point, IA 92656

Michael Cooper                 investment        $3,000,000
6465 S. 3000 E, Suite
Salt Lake City, UT 84121

Gladys Esponda                 investment        $3,000,000
PO Box 609
Buffalo, NY 82834

Arthur Hossenlopp              investment        $3,000,000
228 18th Street
Ft. Madison, IA 52627

Richard Newman                 investment        $3,000,000
13679 Orchard Gate Road
Poway, CA 92064

Bernard Posner                 investment        $3,000,000
6222 Primrose Avenue
Los Angeles, CA 90068

Kent Schroeder                 investment        $3,000,000
5697 McIntyre Street
Golden, CO 80403

Bernard Ineichen               investment        $2,900,000
650 South Avenue, B122
Yuma, Arizona 85346

Alan Sacks                     investment        $2,900,000
5 Horizon Road, #1407
Fort Lee, NJ 07024

Joseph Stokley                 investment        $2,843,461
PO Box 1231
Bethel Island, CA 94511

JoAnn Picket                   investment        $2,800,000
3769 E. 125th Drive
Thornton, CO 80241

Bill Hall                      investment       $2,740,593
PO Box 16172
Lubbock, TX 79490

Max Buchmann                   investment       $2,716,186
14464 Rand Rail Drive
El Cajon, CA 92021

Brian Schuck                   investment       $2,701,027
700 Maldonado
Pensacola Beach, Fl 32561

James Jensen                   investment       $2,616,648
2125 Cypress Point
Discovery Bay, CA 94505

Robert Etzel                   investment       $2,600,000
2623 Avenue H.
Ft. Madison, IA 52627

Theodore Mintz                 investment       $2,554,458
751 Georgia Trail
Lincolnton, NC 28092

Joyce Jongsma                  investment       $2,540,000
2012 E. Burrville
Crete, IL 60417

Kent Wright                    investment       $2,488,694
2115 Marwood Circle
Salt Lake City, UT 84124

James Veugler                  investment       $2,442,397
c/o Georgia Veugler
Material Recovery Corp.
820 E. Terra Cotta Ave.
Unit 116
Crystal Lake, IL 60014

Virgil Gentzler                investment       $2,427,301
2707 Bressi Ranch Way
Carlsbad, CA 92009

Karen Hughes                   investment       $2,417,886
1050 The Old Drive
Pebble Drive, CA 93953

Robert Goldberg                investment       $2,407,915
PO Box 8807
Boise, ID 83707


DE KALB COUNTY: S&P Slashes 2005 Bonds to CCC on Funding Woes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on De Kalb
County Housing Authority, Georgia's multifamily housing revenue
bonds, series 2005, issued for the Creekside Vista Apartments
Project, to 'CCC' from 'AAA' and placed the rating on CreditWatch
with negative implications.

"The downgrade reflects Standard & Poor's belief that the project
will not have sufficient funds to meet its March 1, 2009, debt
service payment," said Standard & Poor's credit analyst Renee
Berson.

As per the trustee, U.S. Bank, subsequent to the conversion from
construction to permanent financing funds were released to the
borrower.  S&P expects that these funds will be paid back to the
trust estate; however, as of Feb. 5, 2009, these funds have not
been paid back.  When sufficient funds are deposited, Standard &
Poor's will take the appropriate rating action.

The mortgage loan continues to be enhanced by a Fannie Mae credit
facility.  The facility provides for interest and principal
advances for delinquent mortgage payments, certain mandatory
redemptions, acceleration, and funds deemed to be preferential
payments or subject to automatic stay under the U. S. Bankruptcy
Code following a bankruptcy filing by or against the borrower or
mortgage loan servicer.  The facility expires five days following
bond maturity, or earlier pursuant to its terms.

The bonds are scheduled to mature on Sept. 1, 2038, although they
are subject to mandatory tender on Sept. 1, 2026 (the initial
remarketing date), at which time Standard & Poor's rating will be
withdrawn.


DECODE GENETICS: Moves Listing of Stock to Nasdaq Capital Market
----------------------------------------------------------------
deCODE genetics (Nasdaq:DCGN) disclosed that on February 2, 2009,
it received a letter from the Nasdaq Listing Qualifications Panel
stating that the Panel will transfer the listing of deCODE's
common stock from the Nasdaq Global Market to the Nasdaq Capital
Market, effective at the open of the trading session on Wednesday,
February 4, 2009.  The Nasdaq Capital Market, which is one of the
three market tier designations for Nasdaq-listed stock, is a
continuous trading market that operates in substantially the same
manner as the Nasdaq Global Market. It includes the securities of
approximately 550 companies. deCODE's trading symbol will remain
DCGN and trading of its common stock will be unaffected by the
transfer.

The Panel's determination follows deCODE's hearing before the
Panel on December 18, 2008, regarding its non-compliance with
Nasdaq Marketplace Rule 4450(b)(1)(A), which relates to the
minimum market value of listed shares.  The Company's continued
listing on the Nasdaq Capital Market is contingent upon successful
completion by April 29, 2009, of a review process and the
evidencing of compliance with all the requirements for continued
listing on the Nasdaq Capital Market.

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.

deCODE genetics Inc.'s balance sheet at Sept. 30, 2008, showed
total assets of $100.2 million and total liabilities of
$304.0 million, resulting in a shareholders' deficit of roughly
$203.8 million.

Net loss for the quarter ending Sept. 30, 2008, was $17.9 million,
compared to $24.2 million for the third quarter 2007.  Net loss
for the first nine months of 2008 was $62.9 million, compared to
$63.1 million for the first nine months of last year.  In addition
to operating loss, net loss figures for the periods presented
include interest expense and, in the 2008 periods, unrealized loss
resulting from the revaluation of the company's auction rate
securities investments.  The nine-month figure for 2007 also
includes a one-time payment deCODE received related to the
settlement of an intellectual property suit.

At Sept. 30, 2008, the Company had liquid funds available for
operating activities of $11.8 million, as compared to
$23.7 million at June 30, 2008, and $64.2 million at Dec. 31,
2007.  The net utilization of liquid funds in the three and nine-
month periods ended Sept. 30, 2008, was $12.0 million and
$52.4 million.  At Sept. 30, 2008, the Company had $35.5 million
in cash, cash equivalents and investments, comprised of the
$11.8 million in cash and cash equivalents, well as $5.5 million
in restricted investments in U.S. Treasury Bills and $18.2 million
in illiquid, non-current investments in auction rate securities.

The Company is undertaking a review of its long-term business
strategy with the goal of sharpening the focus of its business,
selling assets, securing partnerships, and utilizing the resources
generated to support product development and marketing efforts in
its core business.  The company has utilized a 30-day grace period
for the scheduled October 15 interest payment on its 3.5% Senior
Convertible Notes due 2011 and is reviewing methods for making
this payment.  Given its current liquid assets, and without paying
the interest on its Notes from its present funds, the company must
obtain further financial resources through either the
implementation of strategic alternatives, corporate partnerships,
or the sale of or loans secured by its auction rate securities in
order to continue operations beyond the end of this year.  The
Company is focused on reducing expenses and speeding the
evaluation of its strategic options in order to obtain the
resources to do so.


ENVIRONMENTAL TECTONICS: Has $12MM Stockholder Deficit at Nov. 28
-----------------------------------------------------------------
Environmental Tectonics Corp. reported $30.4 million in total
assets and $$33.8 million in total liabilities -- as well as
$44,000 in minority interest, $9.3 million in cumulative
convertible participating preferred stock, Series B and C --
resulting in $12.6 million in stockholders' deficiency as of
November 28, 2008.

The Company's balance sheet also showed strained liquidity.  The
Company had $13.1 million in total current assets, including
$548,000 in cash and cash equivalents, to satisfy $15.1 million in
total current liabilities.

The Company reported a $113,000 net loss on $8.7 million in net
sales for the 13 weeks ended November 28, 2008, lower compared to
the $2.0 million in net loss during the same period in 2007.  The
Company had $3.1 million in net loss for the past three quarters
ended November 28, 2008, also lower compared to $10.7 million in
net loss for the same period in 2007.

                          AMEX Delisting

As reported by the Troubled Company Reporter, Environmental
Tectonics was advised on September 16, 2008, by the American Stock
Exchange that it had accepted the Company's compliance plan and
agreed to continue the listing of the Company's common stock
through at least March 16, 2009, subject to the Company attaining
certain milestones.  The Plan had been submitted on July 31, 2008
in response to a letter received from AMEX on July 2, stating that
the Company was not in compliance with Section 1003 of the AMEX
Company Guide.

Specifically, the Company is not in compliance with Section
1003(a)(i) of the AMEX Company Guide 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, Section
1003(a)(ii) of the AMEX Company Guide 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, and
Section 1003(a)(iii) of the AMEX Company Guide with stockholders'
equity of less than $6,000,000 and net losses in its five most
recent fiscal years.  This non-compliance by the Company with
Section 1003 of the AMEX Company Guide makes the Company's common
stock subject to being delisted from AMEX.

The Company has been granted an extension until March 16, 2009, to
regain compliance with the continued listing standards and must
meet certain milestones during that timeframe which relate to
specific plan objectives, some of which involve modifications to
the Company's Subordinated Note and Preferred Stock.  These
instruments are held by H.F. Lenfest, a significant shareholder
and a member of the Company's Board of Directors.  The Company is
currently in discussions with Mr. Lenfest concerning these
matters.  The Company cannot predict the outcome of these
discussions at this time.  The Company will be subject to periodic
review by AMEX Exchange Staff during the extension period.
Failure to make progress consistent with the Plan or to regain
compliance with the continued listing standards by the end of the
extension period could result in the Company's common stock being
delisted from AMEX.

As a consequence of falling below the continued listing standards
set forth in the AMEX Company Guide, the Company has been included
in a list of issuers that are not in compliance with AMEX's
continued listing standards. Additionally, an indicator has been
added to the Company's trading symbol noting the Company's non-
compliance with the continued listing standards of the AMEX
Company Guide. The indicator will remain in place until such time
as the Company regains compliance with the applicable listing
standards.

                   Lenfest Acquisition Proposal

On February 20, 2008, ETC received a proposal from an affiliate of
Mr. Lenfest to purchase all of the publicly traded shares of the
common stock of the Company not owned by Mr. Lenfest at the time
the acquisition is consummated.  On September 11, ETC was informed
by Mr. Lenfest that he was withdrawing his proposal to purchase
all of the publicly traded shares of the common stock of the
Company that he did not currently own.  Mr. Lenfest beneficially
owns 48.7% of the Company's common stock, on a fully diluted basis
-- assuming the conversion of outstanding convertible notes and
convertible preferred stock.

                         Liquidity Matters

The Company expects to need additional sources of capital to
continue growing and operating its business.  The Company is
currently in discussions with PNC Bank, National Association, and
Mr. Lenfest for potential additional funding.  The Company cannot
be certain that it will be successful in obtaining additional
sources of capital.

On May 20, 2008, Mr. Lenfest agreed to fund all requests by ETC
for funds to support its operations through June 30, 2009, on
terms and conditions to be mutually agreed upon by Mr. Lenfest and
ETC, provided that ETC may not request more than $10 million in
the aggregate.

ETC's objective in its refinancing efforts is to increase its
current financing with additional financing from PNC or Mr.
Lenfest commitments.  It is expected that these arrangements may
include a restructuring of the Company's current capital structure
including an exchange of Mr. Lenfest's debt for preferred stock
and a modification of the terms of the outstanding preferred stock
The Company believes that existing cash balances at November 28,
2008, cash generated from operating activities, cash from
potential new contract awards, and potential additional funding
from PNC or Mr. Lenfest with will be adequate to meet its future
obligations through at least
November 30, 2009.

At November 28, 2008, the Company's availability under its Credit
Agreement with PNC was approximately $971,000.

The Company's backlog at November 28, 2008 and February 29, 2008,
for work to be performed and revenue to be recognized under
written agreements after such dates, was $28,040,000 and
$38,281,000, respectively.  In addition, training, maintenance and
upgrade contracts backlog at November 28, 2008, and
February 29, 2008, for work to be performed and revenue to be
recognized after such dates under written agreements was
$2,339,000 and $1,028,000, respectively.  These contracts total
$30,379,000 and include contracts with domestic customers
($3,748,000 or 12.3%), U.S. Government agencies ($3,003,000 or
9.9%) and international customers ($23,627,000 or 77.8%).  Of the
November 28, 2008 sales backlog, the Company has contracts
totaling approximately $14,036,000 for pilot training systems
including $12,729,000 for two customers in the Middle East.

                  About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.


ENVIRONMENTAL TECTONICS: Emerald Advisers Reports 6.55% Stake
-------------------------------------------------------------
Emerald Advisers, Inc., disclosed in a regulatory filing with the
Securities and Exchange Comission that it may be deemed to
beneficially owned 590,405 shares of common stock of Environmental
Tectonics Corp.  Kenneth G. Mertz II, President of Emerald
Advisers, said his firm holds 6.55% of the 9,035,355 shares of
common stock outstanding as of November 28, 2008.

Various officers of the Company also disclosed their ownership of
ETC shares.

ETC President Williams F. Mitchell disclosed his acquisition of
company shares in several transactions in January and February.
As a result, Mr. Mitchell raised his stake to 1,034,124 ETC
shares.  Mr. Mitchell may also be deemed to indirectly own 45,200
shares, which is held by his spouse.

Harold Fitzgerald Lenfest, a director of the Companym disclosed
owning 2,375,037 shares as of January 20.  Howard W. Kelley,
another director, disclosed having 12,756 shares as of
January 20.

Environmental Tectonics Corp. reported $30.4 million in total
assets and $$33.8 million in total liabilities -- as well as
$44,000 in minority interest, $9.3 million in cumulative
convertible participating preferred stock, Series B and C --
resulting in $12.6 million in stockholders' deficiency as of
November 28, 2008.

                  About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

                           *     *     *

Environmental Tectonics reported $30.4 million in total assets and
$$33.8 million in total liabilities -- as well as $44,000 in
minority interest, $9.3 million in cumulative convertible
participating preferred stock, Series B and C -- resulting in
$12.6 million in stockholders' deficiency as of November 28, 2008.

The Company is not in compliance with the American Stock
Exchange's Company Guide, making the Company's common stock
subject to being delisted from AMEX.  However, AMEX has granted
the Company until March 16, 2009, to regain compliance with the
Exchange's continued listing standards and must meet certain
milestones during that timeframe which relate to specific plan
objectives, some of which involve modifications to the Company's
Subordinated Note and Preferred Stock.

The Company has said it expects to need additional sources of
capital to continue growing and operating its business.  The
Company is currently in discussions with PNC Bank, National
Association, and Mr. Lenfest for potential additional funding.
The Company cannot be certain that it will be successful in
obtaining additional sources of capital.

ETC's objective in its refinancing efforts is to increase its
current financing with additional financing from PNC or Mr.
Lenfest commitments.  It is expected that these arrangements may
include a restructuring of the Company's current capital structure
including an exchange of Mr. Lenfest's debt for preferred stock
and a modification of the terms of the outstanding preferred stock
The Company believes that existing cash balances at November 28,
2008, cash generated from operating activities, cash from
potential new contract awards, and potential additional funding
from PNC or Mr. Lenfest with will be adequate to meet its future
obligations through at least
November 30, 2009.

At November 28, 2008, the Company's availability under its Credit
Agreement with PNC was approximately $971,000.


EPIX PHARMACEUTICALS: Robert Perez Resigns From Board
-----------------------------------------------------
On February 2, 2009, Robert J. Perez tendered his resignation from
the Board of Directors of EPIX Pharmaceuticals, Inc., effective as
of February 28, 2009.  Mr. Perez' resignation did not result from
any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

Headquartered in Lexington, Mass., EPIX Pharmaceuticals Inc.
(NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a
biopharmaceutical company focused on discovering and developing
novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform.  The company has a
pipeline of internally-discovered drug candidates currently in
clinical development to treat diseases of the central nervous
system and lung conditions.  EPIX also has collaborations with
leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics, and Bayer Schering Pharma AG,
Germany.

As of September 30, 2008, the company's balance sheet showed total
assets of $52,811,411 and total liabilities of $137,635,229,
resulting in total stockholders' deficit of $84,823,818.


FORTUNOFF HOLDINGS: Court Extends Schedules Filing Until March 6
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York extended until March 6, 2009, the time within which
Fortunoff Holdings LLC and Fortunoff Card Company LLC must file
their schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs.

The Debtors, citing "the complexity and diversity" of their
operations, said they will be unable to complete the Schedules
within the Feb. 20, 2009 deadline.  The Debtors submit that the
vast amount of information that they must assemble and compile,
the multiple places where the information is located, and the
number of employee and professional hours required to complete the
Schedules have caused the delay in the filing.

                     About Fortunoff Holdings

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

Fortunoff Holdings 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.

This is the second bankruptcy filing by Fortunoff.  In 2008,
Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.
An entity owned by NRDC Equity Partners bought Fortunoff during
its first Chapter 11 case.


FORTUNOFF HOLDINGS: Can Hire Sidley Austin as Bankruptcy Counsel
----------------------------------------------------------------
Fortunoff Holdings LLC and Fortunoff Card Company LLC obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Sidley Austin LLP as general reorganization
and bankruptcy counsel.

Sidley is expected to:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession;

   b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      any and all litigation in which the Debtors are involved
      and objecting to claims filed against the Debtors' estates;

   c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports and other legal papers in
      connection with the administration of the Debtors' estates;

   d) attend meeting and negotiate with representatives of
      creditors and other parties in interest, attend court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

   e) perform any and all other legal services for the Debtors in
      connection with these Chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

   f) advise and assist the Debtors regarding all aspects of the
      plan confirmation process, including, but not limited to,
      negotiating and drafting of a plan of reorganization and
      accompanying disclosure statement, securing the approval of
      a disclosure statement, soliciting votes in support of a
      plan confirmation, and securing confirmation of a plan;

   g) provide legal advice and representation with respect to
      various obligations of the Debtors and their managers and
      officers;

   h) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and issuance of corporate securities, matters relating to
      corporate governance and the interpretation, application or
      amendment of the Debtors' organizational documents,
      including their limited liability company agreements,
      material contracts, and matters involving the fiduciary
      duties of the Debtors and their officers and managers;

   i) provide legal advice and services with respect to
      litigation, tax and other general non-bankruptcy legal
      issues for the Debtors to the extent requested by the
      debtors; and

   j) render other services as may be in the best interest of the
      Debtors in connection with any of the foregoing and all
      other necessary or appropriate legal services in connection
      with these Chapter 11 cases.

Lee S. Attanasio, a partner at Sidley Audtin LLP, told the Court
of Sidley's domestic billing rates:

     Partners                    $575 - $1,000
     Counsel/ Senior Counsel     $370 -   $855
     Associates                  $220 -   $625
     Paraprofessionals            $70 -   $365

Mr. Attanasio added that on Jan. 28, 2009, Sidley received a
$200,000 retainer in connection with preparing for the filing of
these Chapter 11 cases and for its proposed postpetition
representation of the Debtors.  On each of Feb. 2 and 4, 2009, the
retainer was further increased by $200,000.

Mr. Attanasio assured the Court that Sidley is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Sidley can be reached at:

     787 Seventh Avenue
     New York, New York 10019
     Tel: (212) 839-5300
     Fax: (212) 839-5599

                     About Fortunoff Holdings

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

Fortunoff Holdings 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.

This is the second bankruptcy filing by Fortunoff.  In 2008,
Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.
An entity owned by NRDC Equity Partners bought Fortunoff during
its first Chapter 11 case.


FORTUNOFF HOLDINGS: Can Use $10MM of Wells Fargo's 90-Day DIP Loan
------------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York authorized Fortunoff Holdings
LLC and Fortunoff Card Company LLC to access, on an interim basis,
up to $10 million in postpetition financing under the debtor-in-
possession agreement dated Feb. 5, 2009, with Wells Fargo Retail
Finance LLC, as administrative and collateral agent, and UBS
Securities LLC as syndication agent.

The Debtors funded their pre-bankruptcy operations through a
credit agreement dated March 7, 2008, with Wells Fargo, which loan
is secured by all of the Debtors' assets.  Fortunoff Card
guarantied all the obligations under the agreement.  The Debtors
owe about $68.1 million in revolving credit loans and $3.6 million
in issued and outstanding letters of credit to Wells Fargo as of
their bankruptcy filing.  The DIP loan provides a roll-up of the
$70 million prepetition loan and an additional $10 million debtor-
in-possession funding to Fortunoff.

The DIP Credit Agreement provides for a 90-day term of the DIP
Loan.  In addition, the DIP Lenders have required the Debtors to:

   -- submit a bidding protocol for the "sale of substantially all
      of [the Debtors'] business assets in connection with a going
      out of business or similar liquidation sale and the
      permanent closing all or a portion of [the Debtors'] stores"

   -- select a stalking horse bidder by Feb. 10.

   -- complete the sale by Feb. 11.

   -- obtain the Court's approval of the sale by Feb. 13.

   -- close the sale by Feb. 15.

   -- obtain an extension of their deadline to assume or reject
      leases to not less than 210 days from their bankruptcy
      filing.

The extensions of credit under the DIP Facility are contingent on
the achievement of those milestones.

Other salient terms of the DIP facility are:

Borrowers:            Fortunoff Holdings LLC and Fortunoff Card
                      LLC.

Lenders and Agent:    Wells Fargo Retail Finance LLC, as
                      administrative agent, collateral agent,
                      swing line lender and letter of credit
                      issuer; Wells Fargo and UBS Securities
                      LLC, as joint lead arrangers and joint
                      bookrunners; and UBS Securities LLC, as
                      syndication agent.

Commitment:           $80,000,000

Interest Rate:        Prime + 4%

Fees:                 Unused Line Fee of 0.50%, $1,400,000 closing
                      fee, which includes conditional waiver of
                      the early termination fee due under the
                      prepetition credit agreement.

Collateral:           Substantially all of the Debtors' property
                      and the proceeds.

Termination:          All prepetition obligations and obligations
                      under the DIP Facility obligations are due
                      and payable upon the earliest of:

                        i) May 6, 2009;

                       ii) Feb. 23, 2009, if a final order is not
                           entered by such date;

                      iii) event of default; or

                       iv) effective date of a plan.

Proceeds of the DIP facility will be used (i) to refinance
prepetition secured debt on a rolling basis by applying proceeds
of collateral to the debt in accordance with the terms of the
prepetition loan documents and payment in full upon entry of a
final order, and (ii) to pay expenses of the operation of their
business for the purposes of consummating a sale of their assets,
in accordance with the proposed budget.

The DIP facility is subject to carve-out to pay fees and expenses
incurred by professionals retained by the Debtors.

To secure their DIP obligations, the lender will be granted
superpriority administrative claim status over all administrative
expense claims and unsecured claims against the Debtors.

The DIP agreement contains customary and appropriate events of
default.

The Debtor will present on Feb. 24, 2009, at 10:00 a.m., the
motion before the Court for final approval.

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

               http://ResearchArchives.com/t/s?3958

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

               http://ResearchArchives.com/t/s?3959

                     About Fortunoff Holdings

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

Fortunoff Holdings 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.

This is the second bankruptcy filing by Fortunoff.  In 2008,
Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.
An entity owned by NRDC Equity Partners bought Fortunoff during
its first Chapter 11 case.


FREESCALE SEMICONDUCTOR: Invites Noteholders to Join Debt-Exchange
------------------------------------------------------------------
Freescale Semiconductor disclosed Feb. 10, 2009, that it is
extending invitations to eligible holders of each of its Senior
Floating Rate Notes due 2014, 9.125%/9.875% Senior PIK-Election
Notes due 2014, 8.875% Senior Fixed Rate Notes due 2014 and
10.125% Senior Subordinated Notes due 2016 to participate as a
lender in its new incremental term loans under its senior secured
credit facility in an aggregate principal amount, together with
incremental term loans payable as compensation, of up to
$1,000,000,000.  The incremental term loans mature on December 15,
2014 and will be guaranteed by the same guarantors under its
senior secured credit facility.

The purpose of the note invitations is to improve the Company's
financial flexibility by reducing its overall indebtedness and
related interest expense.

The Company is also seeking commitments in the incremental term
loans from existing lenders under its senior secured credit
facility.  These commitments would reduce the aggregate amount of
incremental term loans available to eligible holders of existing
notes; accordingly, in the event the existing lenders deliver
commitments equal to $1,000,000,000, no incremental term loans
would be available to eligible holders in the note invitations.
Commitments in the cash invitations to existing lenders must be
made by 5:00 p.m., New York City time, on February 19, 2009, and
must be funded with immediately available funds in U.S. dollars by
11:00 a.m., New York City time, on March 17, 2009, or earlier in
the event the note invitations are terminated.

Each note invitation will terminate at midnight, New York City
time, on March 10, 2009, unless extended by the Company with
respect to any or all of the note invitations.  Eligible holders
who make their commitments by 5:00 p.m., New York City time, on
February 24, 2009, unless extended by the Company, will receive
the early note commitment consideration for each $1,000 principal
amount of existing notes delivered and accepted by the Company,
which will be more than the consideration received for existing
notes delivered and accepted by the Company after the early
commitment date.  Commitments may be rescinded prior to 5:00 p.m.,
New York City time, on February 24, 2009, and may not be rescinded
thereafter.  In addition, eligible holders of existing notes --
other than the Senior Toggle Notes -- validly delivered and not
validly rescinded will be entitled to receive at closing, cash
with respect to accrued and unpaid interest on such existing
notes.  The ratio of incremental term loans to Senior Toggle Notes
takes into account accrued pay-in-kind interest on the Senior
Toggle Notes.

The Company will not accept commitments that would result in the
principal amount of the incremental term loans being greater than
$1,000,000,000.  In addition, the Company has limited the amount
of commitments funded by Senior Toggle Notes to $250,000,000 and
the amount of commitments funded by Senior Subordinated Notes to
$746,268,000.  The Company will accept commitments in accordance
with an acceptance priority level, with Level 1 having the highest
priority.  If the incremental term loans are not fully committed
at the termination date, the Company reserves the right, but is
not obligated, to increase or waive in its sole discretion the
limitation with respect to the Senior Toggle Notes.  In such
event, to the extent required by law, the Company may extend the
termination date of the note invitation with respect to the Senior
Toggle Notes without reinstating rescission rights of eligible
holders.

The note invitations are being extended only to beneficial owners
of existing notes who certify to the Company that they are (1) a
commercial bank, an insurance company, a finance company, a
financial institution or any fund that invests in loans in the
ordinary course of business and has total assets in excess of
$5,000,000, and (2) a "qualified institutional buyer".  These
beneficial owners are referred to as "eligible holders."

The Company's obligation to accept any commitments, and the
existing notes delivered pursuant to such commitments, is set
forth solely in the Confidential Information Memorandum relating
to the note invitations and the related commitment letter.
Documents relating to the note invitations will only be
distributed to beneficial owners of existing notes who confirm
their eligibility.  Beneficial owners who desire a copy of the
eligibility letter should contact Global Bondholder Service
Corporation, the information agent for the note invitations, at
(866) 937-2200 (U.S. Toll-free) or (212) 925-1630 (collect), or
visit: http://www.gbsc-usa.com/Freescale/Invitation.htm.

                  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.

                           *     *     *

The Troubled Company Reporter reported on Jan. 20, 2009, that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Austin, Texas-based Freescale Semiconductor Inc. to
'B-' from 'B+' and removed the rating from CreditWatch, where it
was placed on Oct. 3, 2008, with negative implications.  At the
same time, S&P lowered its senior secured rating to 'B-' from 'BB'
and changed S&P's recovery rating on these issues to '3' from '1',
indicating expectations for meaningful (50%-70%) recovery in the
event of payment default. S&P lowered its senior unsecured and
subordinated ratings to 'CCC' from 'B-'.  The recovery rating
remains '6' on these issues, indicating negligible (0-10%)
recovery in the event of a payment default.  The outlook is
negative.

The TCR reported on Jan. 29, 2009, that Moody's Investors Service
downgraded the corporate family (to Caa1) and long-term debt
ratings (senior secured to B1; senior notes to Caa2; and senior
subordinated notes to Caa3) of Freescale Semiconductor, Inc.
Simultaneously, Moody's downgraded the speculative grade liquidity
rating to SGL-3 from SGL-1.  The outlook remains negative.

The TCR reported on Feb. 3, 2009, that Fitch Ratings downgraded
the ratings for Freescale Semiconductor Inc.:

  -- Issuer Default Rating to 'CCC' from 'B';

  -- Senior secured bank revolving credit facility to 'B-/RR3'
     from 'BB/RR1';

  -- Senior secured term loan to 'B-/RR3' from 'BB/RR1';

  -- Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'; and

  -- Senior subordinated notes to 'C/RR6' from 'CCC/RR6'.

The Rating Outlook remains Negative. Fitch's actions affect
approximately $10.1 billion of total debt, including the
assumption of a fully drawn $690 million RCF.

Freescale Semiconductor, Inc., for the year ended Dec. 31, 2008,
incurred a net loss of $7.9 billion.  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 SEMICONDUCTOR: Posts $7.9 Billion Net Loss in 2008
------------------------------------------------------------
Freescale Semiconductor, Inc., generated $5.2 billion in revenue
for the year ended December 31, 2008.  During the second half of
2008, the company experienced pressure on its revenues associated
with the macroeconomic weakness, particularly in the automotive
industry.

"We expect weaker demand in the automotive industry and in other
of our end markets to persist, which will affect our revenue and
profitability into 2009.  As a result, we announced plans to
sharpen our strategic focus on growth markets and key market
leadership positions as well as intentions to explore strategic
options for our cellular handset business, including completing a
sale, joint venture agreement or other transformation in the
coming months," Richard Beyer, chairman of the board and chief
executive officer, disclosed in the company's annual report filed
on February 6, 2009, with the Securities and Exchange Commission.

The company incurred a net loss of $7.9 billion during 2008,
primarily related to impairment charges of $5.4 billion and
$1.6 billion associated with its goodwill and intangible assets,
respectively.  "These significant impairments were triggered by an
updated supply arrangement with Motorola terminating future
minimum purchase commitments, the significant decline in the
market capitalization of the public companies in our peer group as
of December 31, 2008, our intent to pursue strategic alternatives
for our cellular handset product group and the impact from
weakening market conditions in our remaining businesses," Mr.
Beyer said.

As of Dec. 31, 2008, the company had $6.6 billion in total assets
and $11.3 billion in total liabilities, resulting in a
$4.6 billion stockholders' deficit.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?3949

                  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.

                           *     *     *

The Troubled Company Reporter reported on Jan. 20, 2009, that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Austin, Texas-based Freescale Semiconductor Inc. to 'B-'
from 'B+' and removed the rating from CreditWatch, where it was
placed on Oct. 3, 2008, with negative implications.  At the same
time, S&P lowered its senior secured rating to 'B-' from 'BB' and
changed S&P's recovery rating on these issues to '3' from '1',
indicating expectations for meaningful (50%-70%) recovery in the
event of payment default. S&P lowered its senior unsecured and
subordinated ratings to 'CCC' from 'B-'.  The recovery rating
remains '6' on these issues, indicating negligible (0-10%)
recovery in the event of a payment default.  The outlook is
negative.

The TCR reported on Jan. 29, 2009, that Moody's Investors Service
downgraded the corporate family (to Caa1) and long-term debt
ratings (senior secured to B1; senior notes to Caa2; and senior
subordinated notes to Caa3) of Freescale Semiconductor, Inc.
Simultaneously, Moody's downgraded the speculative grade liquidity
rating to SGL-3 from SGL-1.  The outlook remains negative.

The TCR reported on Feb. 3, 2009, that Fitch Ratings downgraded
the ratings for Freescale Semiconductor Inc.:

  -- Issuer Default Rating to 'CCC' from 'B';

  -- Senior secured bank revolving credit facility to 'B-/RR3'
     from 'BB/RR1';

  -- Senior secured term loan to 'B-/RR3' from 'BB/RR1';

  -- Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'; and

  -- Senior subordinated notes to 'C/RR6' from 'CCC/RR6'.

The Rating Outlook remains Negative.  Fitch's actions affect
approximately $10.1 billion of total debt, including the
assumption of a fully drawn $690 million RCF.


GAINEY CORP: Court Sets March 23 Deadline to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan has
set March 23, 2009, as the last day for the filing of proofs of
claim in Gainey Corp., and its debtor-affiliates' bankruptcy
cases.

The Court set April 14, 2009, as the deadline for all governmental
units to file claims against the Debtors.

The Court also established March 23, 2009, as the last date for
filing claims for payment against the Debtors pursuant to Sec.
503(b)(9) of the Bankruptcy Code.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP
represent the Debtors as counsel.  Alixpartners, LLC is the
Debtors' restructuring and financial consultant.  Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind, Esq.,
Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe, Raitt,
Heuer & Weiss, PC, represent the Official Committee of Unsecured
Creditors as counsel.  Virchow Krause and Company, LLP is the
Debtor's financial advisor.  In its schedules, Gainey Corp. listed
total assets of $32,634,336 and total debts of $226,766,249.


GAINEY CORP: Asks Court to Extend Plan Filing Period to March 31
----------------------------------------------------------------
Gainey Corp. and its debtor-affiliates ask the U.S. Bankruptcy for
the Western District of Michigan to extend their exclusive period
to file a plan through and including March 31, 2009, and their
exclusive period to solicit acceptances of said plan through and
including May 31, 2009.

The Debtors' exclusive periods to file a plan and solicit
acceptances of said plan expire on Feb. 11, 2009, and April 12,
2009, respectively.

The Debtors tell the Court that theirs is a large and complex
case, involving an entity with approximately $400,000,000 in
annual sales, multiple business locations and thousand of
employees.  The Debtors add that the early proceedings in the case
were complicated by the strenuous objections to the initial use of
cash collateral, extensive proceedings relating to issues
involving the proposed compensation to the Debtors' officers,
negotiations for the extended use of cash collateral, and finally
by proceedings relating to the U.S. Trustee's request for the
appointment of an examiner.  These matters have now been resolved.

In view of the above, the Debtors have not had sufficient time and
opportunity to formulate a plan of reorganization.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP
represent the Debtors as counsel.  Alixpartners, LLC is the
Debtors' restructuring and financial consultant.  Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind, Esq.,
Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe, Raitt,
Heuer & Weiss, PC, represent the Official Committee of Unsecured
Creditors as counsel.  Virchow Krause and Company, LLP is the
Debtor's financial advisor.  In its schedules, Gainey Corp. listed
total assets of $32,634,336 and total debts of $226,766,249.


GAINEY CORP: Asks Retroactive Approval of Sale of 10 Tractors
-------------------------------------------------------------
Gainey Corp., and its debtor-affiliates, ask the U.S. Bankruptcy
Court for the Western District of Michigan for retroactive
approval of Debtor Lester Coggins Trucking, Inc.'s ("LCT") recent
sale of 10 tractors to Roy's Trucks & Equipment Inc.  The sale
closed on Jan. 7, 2009, at a price of $17,500 per tractor, or a
total purchase consideration of $175,000.

The Debtors tell the Court that they own in the aggregate
approximately 5,000 trucks and trailers, substantially of which is
subject to a perfected security interest in favor of Wachovia.

The negotiation for the sale of the 10 tractors was conducted
during September 2008.  The proposed sale, however, did not close
in September as planned.  On Oct. 14, 2008, the Debtors filed
their petitions with the Court under Chapter 11 of the Bankruptcy
Code.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP
represent the Debtors as counsel.  Alixpartners, LLC is the
Debtors' restructuring and financial consultant.  Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind, Esq.,
Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe, Raitt,
Heuer & Weiss, PC, represent the Official Committee of Unsecured
Creditors as counsel.  Virchow Krause and Company, LLP is the
Debtor's financial advisor.  In its schedules, Gainey Corp. listed
total assets of $32,634,336 and total debts of $226,766,249.


GENERAL GROWTH: A Chapter 11 Filing Won't Affect Malls
------------------------------------------------------
Cnjonline.com reports that a General Growth Properties Inc.
spokesperson said on Monday that the company's possible bankruptcy
filing, along with severe financial difficulties, is unlikely to
cause noticeable changes at its North Plains Mall for customers.

According to the report, spokesperson Jim Graham said that a
Chapter 11 bankruptcy wouldn't change daily operation for malls.
"Regardless of what happens to GGP at the corporate level, we
really don't expect our customers to experience much of a change
at their local shopping center, including North Plains Mall....
Under Chapter 11, businesses are usually able to continue
operating their facilities, especially in a situation where the
problems are more financial rather than having to do with a lack
of customers, because we do continue to have good occupancy at
many of our shopping centers and plenty of customers coming in,"
the report quoted Mr. Graham as saying.

According to Cnjonline.com, North Plains Mall General Manager
Cindy Banister said that the mall is doing well and that she has
heard nothing of trouble in its future.  "North Plains Mall is at
an all-time high right now as far as our tenants and our sales per
square foot.  We have just a couple of vacancies.  We're not going
anywhere," the report quoted Ms. Banister as saying.

General Growth, Cnjonline.com says, is struggling to refinance
billions in debt it took on during an expansion effort that
included the $7 billion acquisition of a competitor in 2004, and
now the company is trying to sell properties and operating rights
to some facilities to bring in enough cash to pay the bills.

General Growth said on Friday that it would delay by two weeks the
release of its fourth quarter earnings, Cnjonline.com reports.

                       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: Will Lay Off 14% of Work Force This Year
--------------------------------------------------------
Kerry E. Grace at The Wall Street Journal reports that General
Motors Corp. will cut 14% of its salaried work force, or 10,000
employees, this year, as part of a plan that the company presented
to the Congress in December 2008 to get financial assistance from
the government.

According to WSJ, GM will lay off about 3,400 workers in the U.S.,
or 12% of GM's U.S. salaried work force.  Much of the layoffs,
says WSJ, will be done by May 1.  By that time, GM will cut most
of its remaining employees' salary by 3% to 7% through year-end,
WSJ states.  According to the report, GM executives will get a 10%
cut on their pay.

WSJ relates that GM has a week to submit an update on the
restructuring plan's viability.   GM said that if its financial
situation doesn't improve, it is considering bankruptcy an option,
WSJ states.

GM, says WSJ, struggles to cope with a steep decline in vehicle
sales world-wide, as consumers cut back spending and try to save
money during the recession.  According to the report, GM posted an
11% decrease in last year's sales.

Citing Research firm R. L. Polk & Co., WSJ reports that light-
vehicle sales this year would drop 13% to 56.8 million units
worldwide.  WSJ relates that the projected decline for the U.S. is
19%, after a 17% drop in 2008.

                      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.


GLOBAL AIRCRAFT: Three Creditors Have Over $7.8 Million in Claims
-----------------------------------------------------------------
Azbiz.com reports that Global Aircraft Solutions, Inc., owes three
creditors at least $700,000 each.

According to Azbiz.com, Wind Rose Aviation has a disputed claim of
$5.14 million to Global Aircraft's charter airline in Kiev,
Ukrane, Wind Rose Aviation.  Global Aircraft, says Azbiz.com, owes
$2.04 million to Kabul, Afghanistan-based Pamir Airways, and
$705,000 to Miami, Florida-based jet engine maintenance firm New
Jet Engine Services.

Global Aircraft said that it had reached an agreement, prior to
its Chapter 11 bankruptcy filing in January, to sell its assets,
which include Victory Park Credit Opportunities Master Fund Ltd.,
Azbiz.com relates.  The report states that Victory Park holds
about $8 million of Global Aircraft's debt.

Court documents say that Global Aircraft listed $4.6 million in
assets.

                 About Global Aircraft Solutions

Headquartered in Tucson, Arizona, Global Aircraft Solutions --
http://www.globalaircraftsolutions.com-- provides parts support
and maintenance, repair and overhaul (MRO) services for large
passenger jet aircraft to scheduled and charter airlines and
aviation leasing companies.  Hamilton Aerospace and World Jet,
both divisions of Global Aircraft Solutions, operate from adjacent
facilities comprising about 25 acres located at Tucson
International Airport.  These facilities include hangars,
workshops, warehouses, offices and other buildings.  Notable
customers include G.A. Telesis, AfriJet, Zero G, Swift Air, Pamir
Airways, Wind Rose Aviation, Jetran International, the Mexican
Presidential Fleet, SEDENA, Canadian North Airlines, Iraqi
Airways, Ryan International Airlines, and Alant Soyuz.

Global Aircraft filed for Chapter 11 bankruptcy protection on
January 30, 2009 (Bankr. D. Ariz. Case No. 09-01655).  Mary B.
Martin, Esq., at Lane & Nach, P.C., assists the company in its
restructuring effort.  The company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in debts.


GLOBAL BEVERAGE: Sells Beverage Network to Master Distributors
--------------------------------------------------------------
On February 1, 2009, Global Beverage Solutions, Inc., entered into
an agreement to sell the assets of Beverage Network of Maryland,
Inc., a wholly owned subsidiary of the Company to Master
Distributors, Inc., in exchange for cancellation of the debt
originally incurred to acquire this entity and assumption of
certain other debts and obligations including trade debts. The
purchase was consummated at a closing on February 2, 2009,
effective as of February 1, 2009.

Headquartered in Plantation, Fla., GlobaL Beverage Solutions Inc.
(OTC BB: GBVS.OB) -- http://www.globalbeveragesolutions.com/-- is
a business development company organized pursuant to applicable
provisions of the Investment Company Act of 1940.  The company
primarily focuses on manufacturing, distribution and sales of
unique beverages globally.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Turner, Stone & Company LLP, in Dallas, expressed substantial
doubt about Global Beverage Solutions Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the the year ended Dec. 31, 2007.

At September 30, 2008, the Company had a working capital deficit
of $7,886,835 as compared to $6,136,235 at December 31, 2007. The
increase in working capital deficit of $1,750,600 during 2008 was
primarily the result of using working capital to acquire treasury
stock in the amount of $700,000, the net loss of $1,252,987 and
less the increases to common stock and additional paid-in capital
in the amount of $236,198 as a result of stock and options issued.
Net cash provided by operating activities was $40,646.

As of September 30, 2008, the Company had an accumulated deficit
totaling $35,860,896. It also had a net loss of $1,252,987 during
the nine months ended September 30, 2008.

As of September 30, 2008, the Company's balance sheet showed total
assets of $3,125,389 and total liabilities of $8,815,558,
resulting in total stockholders' deficit of $5,690,169.


GOLDEN EAGLE: Enters Into 4 Common Stock Subscription Agreements
----------------------------------------------------------------
On January 28, 2009, Golden Eagle International, Inc., entered
into four separate Common Stock Subscription Agreements.  Pursuant
to the Subscription Agreements the company issued an aggregate of
298,649,085 shares of its common stock in consideration for the
retirement of $189,054.36 of Company debt and $20,000 in cash.

The material terms of each Subscription Agreement are:

   1) Two Subscription Agreements: one with Dewey L. Williams and
      the other with the Dewey L. Williams Profit Sharing Plan and
      Trust, providing for the issuance of 57,781,600 shares of
      the company's restricted common stock to the Williams Group
      at a price per share equal to one-half of the market closing
      price of its common stock on the date of the transaction --
      January 28, 2009 -- or $0.0007 per share. Approximately,
      29,210,171 of the shares were issued to the Williams Group
      in exchange for the satisfaction of $20,447.12 debt and
      28,571,429 shares were issued in consideration for $20,000
      in cash.

   2) Subscription Agreement with Jose Edmundo Arauz providing for
      the issuance of 182,000,000 shares of the company's
      restricted common stock to Arauz at a price per share equal
      to one-half of the market closing price of its common stock
      on the date of the transaction -- January 28, 2009 -- or
      $0.0007 per share. The shares were issued to Arauz in
      exchange for satisfaction of $127,400 debt that the company
      owed to Arauz.

   3) Subscription Agreement with Nestor Dimas Perez providing for
      the issuance of 58,867,486 shares of the company's
      restricted common stock to Perez at a price per share equal
      to one-half of the market closing price of our common stock
      on the date of the transaction -- January 28, 2009 -- or
      $0.0007 per share. The shares were issued to Perez in
      exchange for satisfaction of $41,207.24 debt that the
      company owed to Perez.

"We have previously used the loan proceeds for general corporate
purposes.  We have reduced the debt on our balance sheet for which
we have exchanged our restricted common shares and made the
corresponding entry to the equity section of our balance sheet.
The $20,000 in cash received by the Company for the purchase of
shares will be used for general corporate purposes at our sole
discretion," Terry C. Turner, president and chief executive
officer, disclosed in a regulatory filing dated February 5, 2009.

                        About Golden Eagle

Headquartered in Salt Lake City, Golden Eagle International Inc.
(OTC BB: MYNG) -- http://www.geii.com/-- is a gold and copper
exploration and mining company.  The company is engaged in the
development of existing gold and copper deposits in the Guarayos
Greenstone Belt within Bolivia's Precambrian shield.  Exploration
is ongoing in this highly prospective area.

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about Golden Eagle International Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.

The company had a significant working capital deficit and had
substantial losses since its inception.  Due to our working
capital deficit of $886,059 at September 30, 2008, and $816,944 at
December 31, 2007, the company is unable to satisfy its current
cash requirements for any substantial period of time through its
existing capital.  The company, in its Form 10-Q filed on
November 19, 2008, said it anticipates total operating
expenditures of approximately $2,300,000 pending adequate
financing over the next twelve months, in these areas:

   -- General and administrative expenses of $1,500,000; and

   -- Exploration and development expenses of $800,000.

The company's cash balance of $8,157 as September 30, 2008, is
insufficient to meet these planned expenses.

As of September 30, 2008, the company's balance sheet showed total
assets of $6,273,316, total liabilities of $1,138,337 and total
stockholders' equity of $5,134,978.


HARRY & DAVID: Reports Second Quarter Fiscal 2009 Results
---------------------------------------------------------
Harry & David Holdings, Inc., reported on February 6, 2009,
financial results for its fiscal second quarter ended
December 27, 2008.  All results reflect continuing operations net
of the Company's divestiture of its Jackson & Perkins business in
April 2007 and include the additions of the Wolferman's and
Cushman's Fruit Company businesses acquired in January 2008 and
August 2008, respectively.

Net sales for the 13-week period ended December 27, 2008 decreased
15.5% to $307.7 million, compared to $364.0 million for the 13-
week period ended December 29, 2007.  The net sales decrease of
$56.3 million in the second quarter of fiscal 2009 from the same
period in fiscal 2008 was primarily driven by lower product demand
in Harry and David Direct Marketing, lower customer traffic in the
Company's stores, and to a lesser extent the later timing of our
Fruit-of-the-Month(TM) club shipments.

Gross profit margin was 47.6% in the second quarter of fiscal 2009
compared to 54.0% in the same period last year.  The margin
decrease was driven by increased markdowns and discounts including
increases in delivery discounts, increases in inventory write offs
and higher material costs and to a lesser extent, the mix impact
of slightly lower margins in the Company's acquired brands, this
year versus last year.

"In the second fiscal quarter, we experienced the most challenging
consumer economic and market conditions in many decades," said
Bill Williams, President and CEO.  "While we are disappointed with
our operating performance, we have taken numerous actions to
maximize sales and profits through competitive promotional
pricing, reducing operating and capital expenditures.  Although
the extent of the markdowns and discounts was unprecedented, we
delivered great value to our customers during this difficult
economy."

For the second quarter of fiscal 2009, selling, general and
administrative expenses were $105.0 million versus $86.7 million
last year.  SG&A expenses as a percent to sales increased to 34.1%
from 23.8% in the second quarter of fiscal 2008 primarily as a
result of the sales declines and the write down of certain
goodwill, intangibles and other impaired store assets.  The
$18.3 million SG&A increase was due to a $15.0 million non-cash
charge for impairment of goodwill and intangible assets related to
acquisitions and store impairments and the addition of Wolferman's
and Cushman's Fruit Company advertising costs in the Direct
Marketing segment.  These increases were partially offset by lower
advertising costs in the Harry & David Direct Marketing unit and
lower payroll costs.  SG&A, when normalized for impairment write
downs and acquisition advertising expenses declined 4.4% versus
last year to approximately $82.9 million, or 26.9% of sales.  As
part of the Company's ongoing efforts to reduce operating
expenses, on January 15, 2009 the Company announced a 10%
reduction to its full-time workforce.

Pre-tax income from continuing operations for the second quarter
of fiscal 2009 was $48.4 million, compared to pre-tax income of
$103.8 million reported in the same period of fiscal 2008.

For the quarter ended December 27, 2008, the Company's net income,
which includes discontinued operations, was
$29.7 million, reflecting an effective tax rate of 38.8%, compared
to net income of $66.0 million and an effective tax rate of 36.5%,
reported in the same period last year.

EBITDA was $59.8 million in the second fiscal quarter of 2009,
compared to $115.2 million in the same period of fiscal 2008.  The
decline in EBITDA was primarily due to the Company's reduced
operating performance and non-cash write downs for goodwill,
intangibles, store impairment, and inventory write offs which were
partially offset by the gain on debt repayment discussed below.

In October 2008, the Company repurchased $16.6 million of its
fixed rate Senior Notes and $9.8 million of its floating rate
notes in open market purchases, for a combined cost of
$13.3 million.  The debt repurchase resulted in a net gain of
$12.6 million, recorded in the second quarter of fiscal 2009.

Inventory was $44.7 million at December 27, 2008, versus
$46.2 million reported in the same period last year.  The 3.2%
decrease was due to lower Harry & David finished goods inventory
and to a lesser extent higher inventory write offs, offset by
additional inventory associated with the Company's acquisition of
the Wolferman's(R) and Cushman's(TM) brands.

As of December 27, 2008, the Company had $95.2 million in cash and
cash equivalents and no outstanding borrowings under its credit
facility, compared to $179.8 million of cash as of December 29,
2007, which included approximately $46 million in proceeds from
the sale of Jackson & Perkins.  The Company was in compliance with
its annual bank covenant cash test, which was measured at December
31, 2008.

Capital expenditures were $2.7 million for the quarter ended
December 27, 2008, versus $5.6 million reported in the same period
last year.

Net sales for the twenty-six week period ended December 27, 2008,
were $360.3 million, a decrease of $59.1 million or 14.1%, from
fiscal 2008 to fiscal 2009.  EBITDA from continuing operations for
the twenty-six week period ended December 27, 2008 was
$46.0 million, a decrease of $54.5 million from the prior year.
The decrease was primarily due to the Company's operating
performance, partially offset by the gain on debt repurchase.

Pre-tax income from continuing operations for the twenty-six week
period ended December 27, 2008, was $23.8 million, compared to
$78.4 million in the twenty-six week period ended December 29,
2007.  Net income from continuing operations for the year-to-date
period in fiscal 2009 was $14.3 million, compared to net income of
$49.9 million reported in the same period in fiscal 2008.

The Company's full interim results for the second fiscal quarter
ended December 27, 2008, was filed with the Securities and
Exchange Commission in a quarterly report on Form 10-Q.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3960

As of December 27, 2008, the company's balance sheet showed total
assets of $389,536,000, total liabilities of $370,595,000 and
total stockholders' equity of $18,941,000.

On February 6, 2009, Harry & David Holdings also disclosed that
Stephen V. O'Connell, EVP, CFO and Chief Administrative Officer
will resign his position as CFO, CAO and as a member of the Board
of Directors effective with the naming of a successor.

                About Harry & David Holdings, Inc.

Headquartered in Medford, Oregon, Harry & David Holdings, Inc. --
http://www.hndcorp.com/-- is a multi-channel specialty retailer
and producer of branded premium gift-quality fruit, gourmet food
products and other gifts marketed under the Harry and David and
Wolferman's brands.  The company's marketing channels include
direct marketing, business-to-business, its Harry and David
stores, and wholesale distribution through select retailers. The
company grows, manufactures, designs or packages products that
account for the majority of its sales annually.  On Aug. 8, 2008,
it acquired Cushman Fruit Company, Inc.

The Troubled Company Reporter reported on November 17, 2008, that
Moody's Investors Service lowered the corporate family rating and
probability of default rating of Harry & David's to B3 from B2. At
the same time, Moody's lowered the company's senior unsecured
rating to Caa1 (LGD4, 69%) from B3 (LGD4, 68%).  The outlook is
negative.


HARRY & DAVID: Eroding Operating Trends Cue S&P's Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Medford, Oregon-based Harry & David Operations
Corp. to 'CC' from 'B-'.

Concurrently, S&P lowered the ratings on the Company's
$175 million senior fixed-rate notes and $70 million senior
floating-rate notes to 'C' from 'CCC+'.  The recovery rating on
these notes remains at '5', indicting S&P's expectation for modest
(10%-30%) recovery of principal in the event of default.  The
outlook is negative.

"The downgrade reflects our belief that negative operating trends
will continue to erode Harry & David's already-weak liquidity
position," said Standard & Poor's credit analyst Mariola Borysiak,
"and that the company may run out of cash before it can borrow
from its revolving credit facility."  This action is in accordance
with S&P's criteria that defines ratings in the 'CC' category.


HAYES LEMMERZ: Tight Liquidity Cues S&P's Rating Cut to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive wheel manufacturer Hayes Lemmerz
International Inc. to 'CCC+' from 'B-'.  At the same time, S&P
lowered its issue-level ratings on the company's debt, reflecting
the downgrade of the corporate credit rating as well as revised
recovery expectations.  All ratings are removed from CreditWatch
with negative implications, where they had been placed on
Nov. 13, 2008.

The downgrades reflect Hayes's tight liquidity, which will remain
under pressure from sharp declines in automotive production in
Europe and North America.  The company recently obtained an
amendment from its secured lenders relaxing its financial
covenants, which S&P views as a near-term positive.  However, the
covenant levels were amended for only one year and are scheduled
to tighten again at the end of the first quarter of 2010.  In the
meantime, S&P's view is that continued slack demand may prevent
Hayes from substantially improving liquidity during the next few
quarters, leaving the company more vulnerable to further industry
weakness.

S&P's expectation is that U.S. light-vehicle sales will decline to
10.0 million units in 2009, a 24% decline from 2008.  S&P believes
auto sales in Europe, which represent nearly 60% of Hayes's sales,
could decline substantially as well in 2009.

The ratings on Northville, Michigan-based Hayes reflect the
company's constrained liquidity, high leverage, and recent
negative cash flows, as well as the multiple business risks
inherent in the automotive supply industry.  These risks include
intense competition, high fixed costs, volatile raw material
prices, and sharply declining vehicle demand in the United States
and more recently in Europe and other key global markets.  Partly
offsetting these risks are the company's solid market position and
good geographic and customer diversity as the world's largest
wheel manufacturer.

In recent years, Hayes has divested operations outside of its core
wheel business and sharply reduced its dependence on the Michigan-
based automakers' U.S. operations.  This process continued in 2008
as the company announced plans to sell a powertrain facility in
Mexico and close an aluminum wheel plant in Georgia.  The U.S.
market now accounts for just 13% of total sales, down from 60% in
2001.  However, S&P does not expect the company's geographic
diversity to provide substantial benefits in 2009, as it did in
previous years, because vehicle production has declined across
multiple markets as a result of the weak global economy.

One positive has been the recent decline in aluminum and steel
prices, although S&P expects this trend to only partly offset the
detrimental effect of low production volumes on Hayes's financial
results.  The weakening of the euro against the dollar, if
sustained, will result in lower sales and profitability from
Hayes's European operations when translated into dollars, but much
of Hayes's debt is euro-denominated as well, which should mitigate
much of the currency-related effect on leverage or other credit
ratios.

S&P's expect Hayes's financial results for the fourth quarter,
ending Jan. 31, 2009, to be significantly worse than those
reported in the third quarter.  The company withdrew its EBITDA
guidance for fiscal 2008 after acknowledging that it would not
come close to meeting its previous guidance of $225 million to
$240 million.

S&P's expectation is that Hayes's free operating cash flow will be
flat or slightly negative for the full year 2009, reflecting S&P's
assumption of a 20% total revenue decline, including a negative
foreign exchange effect.  However, a less severe decline in
production or substantial cost-saving actions could result in
positive free operating cash flow.  S&P projects that lower sales
in 2009 will lead to reduced profitability and push leverage
substantially higher -- in S&P's estimation, above 6x if revenues
decline 20% and the company is unable to fully realize the
productivity gains it has achieved in recent years.

The negative outlook reflects S&P's expectation that sharply lower
industry production in Europe and other regions will hinder
Hayes's ability to substantially improve liquidity in 2009.  S&P
expects free operating cash flow to be flat to slightly negative
in 2009; however, S&P could lower the ratings if cash use is more
severe than S&P currently expect, such that total liquidity drops
below $80 million at the end of any quarter.  In S&P's view, this
could occur if revenues decline more than 20% from 2008 levels
excluding foreign exchange adjustments, or if gross margins
excluding depreciation and amortization fall to 12% or lower from
an expected 14% in 2008.  S&P could also lower the ratings if the
company were to pursue a debt restructuring, which S&P would
likely deem to be a distressed exchange.

S&P's could revise the outlook to stable or positive or raise the
ratings if the company produces free operating cash flow of
$50 million or more in 2009 and uses the proceeds to bolster
liquidity, although any upgrade would also be dependent on S&P's
gaining greater assurance about Hayes's ability to meet its
2010 financial covenants.


IDEARC INC: Moody's Says Bankruptcy A Solution, Rating Cut to Caa2
------------------------------------------------------------------
Moody's Investors Service has downgraded Idearc Inc.'s Corporate
Family Rating to Caa2 and its Probability of Default Rating to
Caa3, reflecting concerns that the company may determine that a
complete debt restructuring represents the best alternative to
address its currently challenged capital structure.

Details of the rating action are:

Ratings downgraded:

  * Corporate Family rating - to Caa2 from B3

  * PDR - to Caa3 from B3

  * $250 million revolving credit facility, due 2011 - to B3,
    LGD2, 19% from B2, LGD3, 34%

  * $1,515 million term loan A, due 2013 - to B3, LGD2, 19% from
    B2, LGD3, 34%

  * $4,679 million term loan B, due 2014 -- B3, LGD2, 19% from
    B2, LGD3, 34%

  * $2,850 million senior unsecured notes, due 2016 -- to Ca,
    LGD5, 71% from Caa2, LGD5, 87%

Rating affirmed:

  * Speculative Grade Liquidity rating - SGL-4

The rating outlook is negative.

The downgrade of the PDR to Caa3, in particular, indicates Moody's
concern that the company's current review of appropriate capital
structure alternatives will conclude that a pre-packaged
bankruptcy, a distressed exchange or other restructuring measures
represent the optimal solution to re-align its over-leveraged
balance sheet.

Idearc's previous B3 CFR was based upon Moody's assessment of the
company continuing its operations as a going concern, and
considered that Idearc possessed sufficient financial flexibility
to continue operations for a considerable period of time (assuming
lender support for financial covenant relief, if requested).  The
downgrade of the CFR to Caa2 reflects the shift in Moody's
expectation that the company will instead implement a more
comprehensive restructuring.  Additionally, the downgrade of the
CFR reflects Moody's view that Idearc may experience declines in
its advertising sales at a far grater pace than Moody's had
previously contemplated, reducing its free cash flow and
increasing the likelihood that the company will fail to comply
with its financial covenants over the near term.

The Caa2 CFR reflects Idearc's heavy debt burden (exceeding
$9 billion), its high leverage (which Moody's estimates at
approximately 7.1 times debt to EBITDA for the LTM period ended
September 30, 2008) and the challenges facing the company as it
seeks to grow online advertising sales and to expand its presence
within non-incumbent markets in response to the secular pressure
facing its traditional print-centric incumbent yellow pages
publishing business.  The rating is supported by Idearc's scale
and scope as the second largest U.S. yellow pages directory
publisher, the strong market position and competitive barriers
conferred by its exclusive 30-year publishing agreement with
Verizon Communications as the "official" yellow pages directory
within Verizon Communications' incumbent service areas, its still
relatively healthy free-cash-flow generation, and its highly
diversified customer and market base.

Notwithstanding a sizeable cash balance (in excess of
$550 million) Idearc's SGL-4 liquidity rating continues to almost
entirely underscore Moody's concern that the company will fail to
comply with the senior secured leverage test embedded in the
company's bank credit agreement, and the inability to cure the
same without the support of the bank group (which would not be
assumed per Moody's SGL rating methodology), notwithstanding still
strong internal sources of cash.  The risk of covenant default is
accentuated by Moody's expectation that the rate of decline of
Idearc's advertising sales will worsen materially beyond the 11%
decline which it reported in Q308.

The negative outlook underscores Moody's view that Idearc will
experience an elevated level of customer cancellations and non-
renewals as the current recession takes its toll on advertising
spending by the company's largely small and medium sized
customers.  In addition, the negative outlook reflects the
increasing competition and disintermediation facing the mature
incumbent yellow pages publishing business.

In the event of a restructuring, Moody's consider that the
company's current senior secured lenders would receive above
average recovery, however holders of Idearc's senior unsecured
notes (representing around a third of the company's current
capitalization) would likely face only modest recovery prospects.

The last rating action occurred on November 6, 2008, when Moody's
downgraded Idearc's CFR to B3.  Additional research, including the
most recent Credit Opinion, can be found on www.moodys.com.
Idearc'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 the competitive position of the company
versus others in its industry, ii) the capital structure and the
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 of risk.
These attributes were compared against other issuers both within
and outside of Idearc's core industry and Idearc's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in DFW Airport, Texas, Idearc, Inc. is the second
largest US yellow pages publisher.  The company reported sales of
approximately $3.1 billion for the LTM period ended September 30,
2008.

                           *     *     *

Bloomberg's Bill Rochell notes that Moody's is in agreement with
S&P on the corporate rating.  The downgrade was the third by
Moody's in roughly 10 months.  S&P downgraded three times in eight
months.


IL LUGANO: May Sell Condo Unit at Reduced Price of $580,000
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut approved
on February 4, 2009, the request of IL Lugano, LLC to approve the
sale of Condominium Unit #1207, Model Type "The Basil", free and
clear of all liens, claims and encumbrances, to Donna L. Patterson
at the reduced purchase price of $580,000.

As reported in the Troubled Company Reporter on January 22, 2009,
IL Lugano agreed to waive the "closing charge" of 1.5% of the
Purchase Price, and also agreed to pay for the owner's title
insurance policy and documentary stamps on the deed.  Liens shall
attach to the net proceeds of the sale.

The original purchase price for the said unit was $670,000.  When
the purchase agreement was signed on or about November 23, 2004,
the condominium-hotel property had not yet been constructed.
Following the execution of the purchase agreement, Ms. Patterson
posted deposits in the aggregate amount of $134,000.  Ms.
Patterson subsequently complained that the square footage of the
unit was less than that originally stated in the prospectus and
attached exhibits.  Ms. Patterson also alleged that the unit was
not constructed on time nor was it part of a Hilton hotel as
allegedly originally promised.

The Debtor told the Court that the purchase price represented fair
value for the unit.  The Debtor added that had it proceeded with
litigation against the purchaser, the outcome would have been
uncertain, and would have resulted in significant expense to the
Company.

Based in Fort Lauderdale, Florida, IL Lugano, LLC is is the owner
of a 4-star, boutique-style, luxury condominium-hotel property
located in Fort Lauderdale, Florida, which opened to the public on
January 16, 2008.  The Debtor is a wholly owned subsidiary of
SageCrest Vegas LLC, which is a wholly owned subsidiary of
SageCrest II LLC.  On August 17, 2008, SageCrest II, LLC and
SageCrest Holdings Limited each filed a voluntary petition for
Chapter 11 protection (Bankr. D. Conn. Lead Case No. 08-50754).

The hotel portion of the property has 105 rooms and the
condominium portion of the property has approximately 23
condominium units.  Since the Petition Date, IL Lugano has
completed construction of an upscale Todd English restaurant,
which opened to the public on November 17, 2008, and is expected
to generate substantial additional revenue.  The company
filed for chapter 11 protection on August 29, 2008 (Bankr. D.
Conn. Case No. 08-50811).  Douglas J. Buncher, Esq., at Neligan
Foley LLP, and James Berman, Esq., at Zeisler and Zeisler,
represent the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of between
$50 million and $100 million and debts of between $1 million and
$10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
Sept. 2, 2008, and to allow adequate time for completion of the
restaurant and sale of the property.


INCYTE CORP: Matthew Emmens Resigns From Board
----------------------------------------------
Effective February 4, 2009, Matthew W. Emmens resigned from the
Board of Directors of Incyte Corporation in connection with his
appointment as President of Vertex Pharmaceuticals Incorporated.

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development
company focused on developing proprietary small molecule drugs to
treat serious unmet medical needs.  Incyte's pipeline includes
multiple compounds in Phase I and Phase II development for
oncology, inflammation and diabetes.

                          *     *     *

As of September 30, 2008, the company's balance sheets showed
total assets of $264,718,000 and total liabilities of
$442,095,000, resulting in total stockholders' deficit of
$177,377,000.


INTERNATIONAL SILICON: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: International Silicon Solutions, Inc.
        11601 Plano Road, Suite 104
        Dallas, TX 75243
        Tel: (214) 349-8688

Bankruptcy Case No.: 09-30854

Chapter 11 Petition Date: February 9, 2009

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Randy Ford Taub, Esq.
                  rfordtaub@msn.com
                  Law Office of R. Ford Taub
                  1004 Crystal Springs Drive
                  Allen, TX 75013
                  Tel: (972)678-2950
                  Fax: (972)678-2953

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Gary Conrad Garrett, chief executive
officer, president and chairman.


JACOBS ENTERTAINMENT: S&P Affirms Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating, as well as all issue-level ratings, on Jacobs
Entertainment Inc., and removed them from CreditWatch, where they
were placed with negative implications on Nov. 13, 2008.  The
rating outlook is negative.

In addition, S&P revised its recovery rating on Jacobs' senior
unsecured notes to '4', indicating S&P's expectation of average
(30% to 50%) recovery for lenders in the event of a payment
default, from '3'.  The issue-level rating on the notes was
affirmed at 'B-' (the same level as the 'B-' corporate credit
rating).

"The affirmation of the 'B-' corporate credit rating reflects the
recent execution of an amendment to Jacobs' senior secured credit
facility," explained Standard & Poor's credit analyst Ariel
Silverberg.  "The previous CreditWatch listing was based on S&P's
expectation that the company would violate its net senior secured
debt to EBITDA covenant in the first quarter of 2009, as well as
the uncertainty as to how lenders would respond to a covenant
violation in the current environment.  While S&P has now removed
the rating from CreditWatch, the negative rating outlook reflects
S&P's concern that Jacobs could violate its net total debt to
EBITDA and EBITDA coverage of cash interest covenants in the
second half of 2009."

S&P's projections factor in an expectation that EBITDA will fall
in the low-teens percentage area in the first half of 2009 year
over year, primarily due to continued weakness in the economy.
While S&P expects year-over-year declines to moderate somewhat by
the second half of 2009, in part due to the expected benefits from
legislation changes in Colorado (which allow for increased betting
limits, expanded hours of operations, and for the introduction of
craps and roulette), S&P anticipates the full-year 2009 EBITDA
drop to be in the low-teens percentage area, resulting in adjusted
debt to EBITDA to track towards the high-6x area by the end of
2009.

The recent amendment provides relief to the net senior secured
debt to EBITDA covenant.  Terms of the amendment include a
widening of the aforementioned covenant, a change in the
definition of consolidated EBITDA to allow for the add-back of
certain one-time expenses, and an increase in pricing by 25 basis
points on the senior secured facilities.

The 'B-' rating reflects the company's high debt levels, active
growth strategy, and second-tier casinos.  The company's
geographic diversity mildly tempers these factors.  While Jacobs
has not yet publicly released its fiscal year-end (Dec. 31, 2008)
financial statements, S&P expects adjusted debt to EBITDA and
EBITDA interest coverage were around 6.0x and in the high-1x area,
respectively.  Given S&P's expectations for operating performance,
S&P expects these measures to weaken through 2009.


KEYSTONE AUTOMOTIVE: Weak Credit Metrics Cue Moody's Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default of Keystone Automotive Operations, Inc. to
Caa2 from B3.

Concurrently, Moody's also lowered the ratings of the company's
senior secured term loan to Caa1 from B2, and its guaranteed
senior subordinated notes to Caa3 from Caa2.  The outlook remains
negative.

These rating actions reflect further deterioration in Keystone's
already weak credit metrics.  Moody's anticipates the negative
trend will likely persist into 2009.  The deterioration is in part
attributable to the dramatic volume decline in automobile sales in
North America, particularly in the truck and SUV segments.  In
addition, revenues and EBIT margin for Keystone's aftermarket
specialty equipment have also been hurt by the low consumer
spending on discretionary items.  As of September 27, 2008,
Keystone's debt/EBITDA was approximately 8.5x, EBIT/Interest was
around 0.6x and free cash flow negative, all are expected to
further deteriorate considerably in the next 6-12 months.

Although the magnitude of the revenue decline of Keystone has been
generally less than the same of the new car sales volume reduction
in North America, a large part of its business is directly linked
to the new car sales which experienced a precipitous drop in 2008
of approximately 19%.  "We now expect the new car sales in North
America would remain sluggish in 2009."  Stated Moody's analyst
John Zhao.  Therefore, Keystone's top line could face significant
pressure, resulting in a sharp decline in EBIT due to its high
operating leverage.  While Keystone benefits from its breadth and
depth of its product mix as well as its broad customer base, most
of these products are specialty discretionary items, demand of
which is subject to significant subsidence as the consumer
confidence remains at historic low.

"Per Moody's estimate, Keystone's operating profit could continue
to erode in the medium term, and leverage could rise above 10
times," Added Zhao.  "At this level of leverage, the bond holders
of the $175 million subordinated notes would likely experience
significant losses in a distressed scenario."

Moody's however, expects the company would likely maintain
adequate liquidity in the near term, underpinned by its covenant-
lite asset-based revolving credit facility and minimal near-term
maturity.  However, Moody's cautions the possibility of erosion of
its borrowing base availability in the future if the company fails
to manage its working capital effectively in tandem with an
anticipated sales decline.

The negative outlook reflects Moody's continuing concern that
Keystone's operating performance and cash flow could come under
further pressure.  The company's performance also remains
vulnerable to further erosion in the truck and SUV markets and
increasing competitive pricing in its markets.  A key element in
Keystone's ability to contend with these challenges is to adjust
its cost structure quickly to sustain its operating profit.

Ratings lowered:

  -- Corporate Family Rating, to Caa2, from B3

  -- Probability of Default Rating, to Caa2, from B3

  -- Senior secured term loan to Caa1 (LGD3 37%) from B2 (LGD3
     39%)

  -- Guaranteed senior subordinated unsecured notes due 2013, to
     Caa3 (LGD6 96%) from Caa2 (LGD5 85%)

The $125 million secured asset based revolving credit facility is
not rated by Moody's.

The last rating action for Keystone was on June 6, 2007 when the
CFR was downgraded to B3 from B2 with negative outlook.

Keystone, headquartered in Exeter, Pennsylvania, competes as a
leading distributor in the specialty accessories and equipment
segment of the broader automotive aftermarket equipment industry.
Keystone's specialty products are used by consumers to improve the
performance, functionality, and appearance of their vehicles.

Keystone is presently the dominant player in the Northeast, with a
strong presence as well in the Midwest, the Southeast, and Canada.
With annual revenues of approximate $588 million, Keystone is
majority-owned by Bain Capital.


LEHMAN BROTHERS FINANCE: Voluntary Chapter 15 Case Summary
----------------------------------------------------------
Chapter 15 Debtor: Lehman Brothers Finance AG
                   aka Lehman Brothers Finance SA
                   Talstrasse 82, 8001
                   Zurich, Switzerland

Chapter 15 Case No.: 09-10583

Debtor-affiliate filing separate Chapter 15 petitions on Oct. 3,
2008:

        Entity                                     Case No.
        ------                                     --------
Lehman Brothers Finance SA                         08-13887

Type of Business: The Debtors provide investment banking services
                  to institutional, corporate, government, and
                  individual clients.  Lehman Brothers Finance AG
                  operates as a subsidiary of Lehman Brothers
                  Inc.

Chapter 15 Petition Date: February 20, 2009

Court: Southern District of New York (Manhattan)

Chapter 15 Petitioner's Counsel: Michael A. Rosenthal, Esq.
                                 mrosenthal@gibsondunn.com
                                 Gibson, Dunn & Crutcher LLP
                                 200 Park Avenue, 47th Floor
                                 New York, NY 10166
                                 Tel: (212) 351-4000
                                 Fax: (212) 351-4035

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


LEHMAN BROTHERS: Two Units' Chapter 11 Case Summary
---------------------------------------------------
Debtor: Lehman Brothers Holdings Inc.
        745 Seventh Avenue
        New York, NY 10019

Bankruptcy Case No.: 08-13555

Type of Business: The Debtor is an investment bank.  The
                  company serves the financial needs of
                  corporations, governments and municipalities,
                  institutional clients, and high net worth
                  individuals worldwide.  Founded in 1850, Lehman
                  Brothers is involved in equity and fixed income
                  sales, trading and research, investment
                  banking, private investment management, asset
                  management and private equity.  The company
                  operates in three segments: Capital Markets,
                  Investment Banking, and Investment Management.
                  It has regional headquarters in London and
                  Tokyo, and operates in a network of offices
                  around the world.  It has about 28,000 full-
                  time employees.

                  See: http://www.lehman.com/

Debtor-affiliates filing separate Chapter 11 petitions Feb. 11,
2009:

        Entity                                     Case No.
        ------                                     --------
Structured Asset Securities Corporation            09-10558
LB Rose Ranch LLC                                  09-10560

Debtor-affiliates filing separate Chapter 11 petitions Sep. 15,
2008:

        Entity                                     Case No.
        ------                                     --------
LB 745 LLC                                         08-13600
PAMI Statler Arms LLC                              08-13664
Lehman Brothers Commodity Services Inc.            08-13885
Lehman Brothers Finance SA                         08-13887
Lehman Brothers Special Financing Inc.             08-13888
Lehman Brothers Derivative Products Inc.           08-13899
Lehman Commercial Paper Inc.                       08-13900
Lehman Brothers Commercial Corporation             08-13901
Lehman Brothers Financial Products Inc.            08-13902
Fundo de Investimento Multimercado Credito Privado 08-13903
Lehman Scottish Finance L.P.                       08-13904
CES Aviation LLC                                   08-13905
CES Aviation V LLC                                 08-13906
CES Aviation IX LLC                                08-13907
East Dover Limited                                 08-13908

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Harvey R. Miller, Esq.
                  harvey.miller@weil.com
                  Richard P. Krasnow, Esq.
                  Lori R. Fife, Esq.
                  Shai Y. Waisman, Esq.
                  Jacqueline Marcus, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com/

                  Total Assets           Total Debts
                  ------------           -----------
Lehman Brothers   $639 billion            $613 billion

LB 745            More than $1 billion    More than $1 billion

Lehman Brothers   More than $1 billion    More than $1 billion
Commodity

Lehman Brothers   More than $1 billion    More than $1 billion
Finance

Lehman Brothers   More than $1 billion    More than $1 billion
Special

Lehman Brothers   More than $1 billion    More than $1 billion
Derivative

Lehman Commercial More than $1 billion    More than $1 billion
Paper

Lehman Brothers   More than $1 billion    More than $1 billion
Commercial

Lehman Brothers   More than $1 billion    More than $1 billion
Financial

Fundo de          More than $1 billion    More than $1 billion
Investimento

Lehman Scottish   More than $1 billion    More than $1 billion
Finance

CES Aviation      More than $1 billion    More than $1 billion
LLC

CES Aviation      More than $1 billion    More than $1 billion
V LLC

CES Aviation      More than $1 billion    More than $1 billion
IX LLC

East Dover        More than $1 billion    More than $1 billion
Limited

PAMI Statler      $20 million             $38 million

A. Lehman Brothers' 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Citibank, N.A., as indenture   bond debt         $138,000,000,000
trustee, and The Bank of New
York Mellon Corporation (with
respect to the Euro Medium
Term Notes only, as indenture
trustee, under the Lehman
Brothers Holdings. Senior
Notes.

Citibank, N.A.
399 Park Avenue
New York, NY 10043
Attn: Wafaa Orfy
Tel: (800) 422-2066
Fax: (212) 816-5773

The Bank of New York
One Canada Square
Canary Wharf, London E14 5AL
Attn: Raymond Morison
Tel: 44-207-964-8800

The Bank of New York           bond debt          $15,000,000,000
Mellon Corporation, as
indenture trustee under the
Lehman Brothers Holdings
Inc. subordinated debt.

The Bank of New York
Mellon Corporation
101 Barclay Street
New York, NY 10286
Attn: Chris O'Mahoney
Tel: (212) 815-4107
Fax: (212) 815-4000

AOZORA                         bank loan          $463,000,000
1-3-1 Kudan-Minami
Chiyoda-ku, Tokyo 102-8660
Tel: 81-3-5212-9631
Fax: 81-3-3265-9810

Mizuho Corporate Bank Ltd.     bank loan          $289,000,000
Global Syndicated Financi
Division
1-3-3, Marunochi, Chiyoda-ku
Tokyo, Japan 100-8210

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360
Fax: (212) 282-4487

Citibank N.A. Hong Kong        bank loan          $275,000,000
Branch
Financial Institutions Group
Asia Pacific
44f Citibank Tower
3 Garden Rd.
Central Hong Kong

Michael Mauerstein
MD - FIG
388 Greenwich Street
New York, NY 10013
Tel: (212) 816-3431

BNP Paribas                    bank loan          $250,000,000
787 7th Avenue
New York, NY 10019
Tel: (212) 841-2084

Shinesi Bank Ltd.              bank loan          $231,000,000
1-8, Uchisaiwaicho 2-
Chome
Chiyoda-ku, Tokyo 100-8501
Tel: 81-3-5511-5377
Fax: 81-3-4560-2834

UFJ bank Limited               bank loan          $185,000,000
2-7-1, Marunouchi
Chiyoda-ku, TKY 100-8388

Stephen Small
vice president
head of financial
institutions
Bank of Tokyo-Mitsubishi
UFJ Trust Company
1251 Avenue of the Americas
New York, New York
10020-1104
Tel: (212) 782-4352
Fax: (212) 782-6445

Sumitomo Mitsubishi            bank loan          $177,000,000
Bank Corp.
13-6 Nihobashi-
Kodenma-Cho, Chuo-ku,
Tokyo, 103-0001

Yas Imai
Senior Vice President
Head of Financial
Institution Group
Sumitomo Mistui Banking
Corporation
277 Park Avenue
New York, NY 10172
Tel: (212) 224-4031
Fax: (212) 224-4384

Svenska Handelsbanken          letter of credit   $140,610,543
153 E. 53rd St., 37th floor
New York, NY 10022
Tel: (212) 258,9487

KBC Bank                       letter of credit
$100,000,000
125 W. 55th St.
New York, NY 10019
Tel: (212) 258-9487

Mizuho Corporate Bank Ltd.     bank loan          $93,000,000
1-3-3, Marunouchi
Chiyoda-ku, TKY 100-8219

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360

Shinkin Central Bank           bank loan          $93,000,000
8-1, Kyobashi 3-Chome
Chuo-ku, Tokyo 104-0031

Shuji Yamada
Deputy General Manager
Financial Institution Dept.
Shinkin Central Bank
3-7, Yaesu 1-chome, Chuo-ku
Tokyo 104-0028
Tel: 81-3-5202-7679
Fax: 81-3-3278-7051

The Bank of Nova Scotia        bank loan          $93,000,000
Singapore Branch
1 Raffles Quay #201-01
One Raffles Quay North
Tower
Singapore 0485583

George Neofitidis
Director Financial
Institutions Group
One Liberty Plaza
New York, NY 10006
Tel: (212) 225-5379
Fax: (212) 225-5254

Chuo Mitsui Trust & Banking   bank loan           $93,000,000
3-33-1 Shiba, Minato-ku,
Tokyo, 105-0014
Tel: 81-3-5232-8953
Fax: 81-3-5232-8981

Lloyds Bank                   letter of credit    $75,381,654
1251 Avenue of the Americas
39th Floor
P.O. Box 4873
New York, NY 10163
Tel: (212) 930-8967
Fax: (212) 930-5098

Hua Nan Commercial Bank       bank loan           $59,000,000
Ltd.
38 Chung-King South
Road Section 1
Taipei, Taiwan

Bank of China                 bank loan           $50,000,000
New York Branch
410 Madison Avenue
New York, NY 10017
Tel: (212) 936-3101
Fax: (212) 758-3824

Nippon Life Insurance Co.     bank loan           $46,000,000
1-6-6, Marunouchi,
Chiyoda-ku, Tokyo 100-8288

Takayuki Murai
Deputy General Manager
Corporate Finance Dept. #1
Nippon Life Insurance Co.
Tel: 81-3-5533-9814
Fax: 81-3-5533-5208

ANZ Banking Group             bank loan           $44,000,000
Limited
18th Floor Kyobo Building
1 Chongro 1 Ku,
Chongro Ka,
Seoul, Korea

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Standard Chartered Bank       bank loan           $41,000,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

Standard Chartered Bank       letter of credit    $36,114,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

First Commercial Bank         bank loan           $25,000,000
Co. Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017

Jason C. Lee
Deputy General Manager
First Commercial Bank Co.
Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017
Tel: (212) 599-6868
Fax: (212) 599-6133

Bank of Taiwan                bank loan           $25,000,000
New York Agency
100 Wall Street, 11th Floor
New York, NY 1005

Eunice S.J. Yeh
Senior Vice President &
General Manager
100 Wall Street, 11th floor
New York, NY 10005
Tel: (212) 968-0580
Fax: (212) 968-8370

DnB NOR Bank ASA              bank loan           $25,000,000
NO-0021, Olso, Norway
Stranden 21, Aker Brygge
Tel: 47 22 9487 46
Fax: 47 22 48 29 84

Australia and New Zealand     bank loan           $25,000,000
Banking Group Limited
Melbourne Office
Level 6, 100 Queen
Street Victoria
Melbourne, VIC 3000
Australia

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Australia National Bank       letter of credit    $12,588,235
1177 Avenue of the
Americas, 6th Floor
New York, NY 10036

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

National Australia Bank       letter of credit    $10,294,163
245 Park Avenue, 28th Fl.
New York, NY 10167

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Taipei Fubon Bank, New        bank loan           $10,000,000
York Agency
100 Wall Street, 14th floor
NY NY 10005
Tel: (212) 968-9888
Fax: (212) 968-9800

B. LB 745's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Rocky-Forty-Ninth LLC          ground lease      $0
c/o The Rockefeller Group
1221 Avenue of the Americas
New York, NY 10020

C. PAMI Statler's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Steingass                      trade debt        $76,372
754 Progress Drive
Medina, OH 44256

Statler Arms Garage LLC        litigation        $50,000
1111 Euclid Ave.               claim
Cleveland, OH 44115

Illuminating                   trade debt        $40,182
P.O. Box 3638
Akron, OH 44309

TD Security                    trade debt        $19,795
P.O. Box 81357
Cleveland, OH 44181

Marble Care                    trade debt        $16,270
5184 Richmond Rd
Cleveland, OH 44146

IGS                            trade debt        $13,901
P.O. Box 631919
Cincinnati, OH

WCCV                           trade debt        $13,598
3479 State Rd.
Cuyahoga Falls, OH 44223

Demann                         trade debt        $9,350
16919 Walden
Cleveland, OH 44128

Dominion                       trade debt        $5,335
P.O. Box 26225
Richmond, VA 23260

Midwest Realty Advisors, LLC   trade debt        $5,000
37848 Euclid Avenue
Willoughby, OH 44094

RMC                            trade debt        $3,340
P.O. Box 31315
Rochester, NY 14603

Republic Waste                 trade debt        $3,338
P.O. Box 9001826
Louisville, KY 40290

Division Water                 trade debt        $3,124
P.O. Box 94540
Cleveland, OH 44101

NorthEast                      trade debt        $3,088
P.O. Box 9260
Akron, OH 44305

Time Warner                    trade debt        $2,831
P.O. Box 0901
Carol Stream, IL 60132

Best Karpet                    trade debt        $2,689
1477 E 357 street
EastLake, OH 44095

AT&T                           trade debt        $2,232
P.O. 8100
Aurora, IL 60507

Account Temps                  trade debt        $2,087
12400 Collections Drive
Chicago, IL 60693

Rentokil                       trade debt        $1,742
8001 Sweet Valley Dr
Valleyview, OH 44125


LINEAR TECHNOLOGY: Issues Revised Fiscal Q2 2009 Results
--------------------------------------------------------
Linear Technology Corporation (NASDAQ-LLTC) disclosed on
February 6, 2009, that its previously reported results for the
second quarter of fiscal 2009 ended December 28, 2008, have been
revised to exclude a non-cash charge of $15.0 million pertaining
to accelerating the vesting of stock options for 1.4 million
shares representing all of the "out-of-the-money" stock options
previously awarded to it's non-officer and non-director employees
under its stock option plans.  The effect of this change in the
Consolidated Statements of Income for the second quarter and the
first six-month period of fiscal year 2009 was to increase GAAP
operating income by $15.0 million, GAAP net income by
$11.0 million and to increase GAAP diluted earnings per share by
$0.05.  For the reconciliation between the previously announced
results on January 13, 2009, and the revised results, for the
impact to the Consolidated Condensed Balance Sheets.  The revised
results are included in the Company's Quarterly Report on Form 10-
Q for the quarterly period ended December 28, 2008, filed on
February 6, a full-text copy of which is available for free at:

               http://researcharchives.com/t/s?395f

In the Company's press release dated January 13, 2009, the Company
announced its quarterly results for the second quarter ended
December 28, 2008.  While in the process of performing quarterly
review procedures in accordance with Statement on Auditing
Standard No. 100, the Company's independent registered public
accounting firm had not taken exception to the Company's
accounting and disclosure of its treatment of the acceleration of
stock options prior to the issuance of the Company's press
release.  In its release the Company stated that "The Company
accelerated the vesting of all "out-of-the-money" stock options
previously awarded to its non-officer and non-director employees
under its stock option plans.  The unvested options to purchase
approximately 1.4 million shares became exercisable as a result of
the vesting acceleration on December 17, 2008.  The additional
non-cash charge to the income statement as a result of the
acceleration totaled $15.0 million.  This incremental charge
increased Cost of Sales by $2.3 million; Research and Development
expense by $7.5 million; and Selling, General and Administrative
expense by $5.2 million."

Subsequent to the issuance of the press release and prior to the
completion of its SAS 100 review of the second fiscal quarter
ended December 28, 2008, the Company's independent registered
public accounting firm informed the Company that it believed the
Company's accounting treatment for the option acceleration did not
comply with SFAS No. 123(R), "Share-Based Payment."

The Company has been advised by its independent registered public
accounting firm that it and other large registered public
accounting firms are jointly in the process of seeking the views
of the staff of the Securities and Exchange Commission with
respect to the application of certain provisions of FAS123(R),
specifically to treatment of accelerating the vesting of "out-of-
the-money" stock options.  The company understands that the
meeting between the SEC and the Company's independent registered
public accounting firm, as well as the other large registered
public accounting firms, is occurring to provide clarity in the
application of these certain provisions.

The Company has nevertheless decided not to wait for the SEC's
decision as the Company has chosen to file its Form 10-Q within
the legal deadline of 40 calendar days.  Accordingly, the Company
has revised its second quarter fiscal 2009 results to eliminate
the $15.0 million non-cash charge related to these options.  The
$15.0 million charge will now be recognized over the next 2.5
years.  As a result of this change, the non-cash charge for all
stock-based compensation was approximately $14.7 million in the
just completed second fiscal quarter and is estimated to
approximate $18 million in the current March quarter.

As of December 28, 2008, the company's balance sheet showed total
assets of $1,493,538,000 and total liabilities of $1,803,149,000,
resulting in total stockholders' deficit of $309,611,000.

                     About Linear Technology

Headquartered in Milpitas, California, Linear Technology
Corporation (NasdaqGS: LLTC) -- http://www.linear.com/-- is a
manufacturer of linear integrated circuits.  Linear Technology
products include high performance amplifiers, comparators, voltage
references, monolithic filters, linear regulators, DC-DC
converters, battery chargers, data converters, communications
interface circuits, RF signal conditioning circuits, uModule(TM)
products, and many other analog functions.  Applications for
Linear Technology' high performance circuits include
telecommunications, cellular telephones, networking products such
as optical switches, notebook and desktop computers, computer
peripherals, video/multimedia, industrial instrumentation,
security monitoring devices, high-end consumer products such as
digital cameras and MP3 players, complex medical devices,
automotive electronics, factory automation, process control, and
military and space systems.


LATHAM MANUFACTURING: Moody's Withdraws 'Caa1' Ratings
------------------------------------------------------
Moody's Investors Service has withdrawn all ratings on Latham
Manufacturing Corporation for business reasons.

These ratings were withdrawn:

  -- Corporate Family Rating of Caa1;

  -- Probability of Default Rating of Caa1;

  -- Senior secured revolving credit facility of B3 (LGD3/42%);
     and

  -- Senior secured term loan of B3 (LGD3/42%).

The last rating action was on December 23, 2008 when the ratings
of Latham were downgraded to Caa1 from B3.

Based in Latham, New York, Latham is one of the largest
manufacturers of swimming pool components and pool accessories in
North America.


LYONDELLBASSEL: Acceleration of 2015 Notes Could Cue Bankruptcy
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has entered a temporary restraining order against any
creditor of Lyondell Chemical Company or its co-debtor affiliates
and subsidiaries from proceeding against LyondellBasell Industries
AF S.C.A. pursuant to guaranty agreements entered into by
LyondellBasell Industries AF S.C.A. with such creditors.

The temporary restraining order also restrains holders of record
and beneficial owners of the EUR500 million and $615 million
8-3/8% Senior Notes due 2015 issued by LyondellBasell Industries
AF S.C.A. from, among other things, taking any action to
accelerate the maturity of such notes.

Lyondell Chemical's filing for Chapter 11 automatically stayed
lawsuits against the Debtors.  However, LyondellBasell Industries
and its certain European affiliates have not filed for Chapter 11.

                      Involuntary Insolvency

In its request for injunction, Lyondell Chemical told the Court
that allowing the noteholders to accelerate all amounts
outstanding under the notes, could precipitate an involuntary
insolvency proceeding against LBIAF, which in turn will cause a
default under its debtor-in-possession financing.

Pursuant to an indenture, dated as of August 10, 2005, Nell AF
S.A.R.L., the predecessor in interest to LBIAF, issued
$615,000,000 and EUR500,000,000 of 8-3/8% senior notes due 2015.
The 2015 Notes are guaranteed on a senior subordinated basis by
certain of LBIAF's subsidiaries.  A preliminary injunction is
necessary to stay the indenture trustee for the 2015 Notes and all
holders of record and beneficial holders of such notes, and all
persons or entities acting in concert with any of them, from
taking action against LBIAF or its non-debtor affiliate guarantors
with respect to the 2015 Notes, asserts David Peterson, Esq., at
Susman Godfrey L.L.P., in Houston, Texas.

Mr. Peterson explains that the Debtors' bankruptcy filing
triggered an event of default under the 2015 Indenture; upon an
event of default, the indenture trustee or the holders of 25% or
more of the 2015 Notes have the right to declare all principal and
accrued interest to be due and payable and the trustee may
exercise or direct the exercise of certain remedies against LBIAF.
Under the terms of the 2015 Indenture and pursuant to an
intercreditor agreement with the Debtors' senior creditors and the
2015 Noteholders, the 2015 Noteholders are subject to certain
limitations on payment, and enforcing their rights against the
2015 Guarantors, although not against LBIAF.

Upon notification of a default under the 2015 Notes, the 2015
Noteholders and indenture trustee may only take enforcement action
in respect of the guarantees after the passage of a period of time
(179 days) or the occurrence of certain events.

According to a January 15, 2009 article in Debt Service Wire,
certain holders of the 2015 Notes also hold credit default swaps
as a hedge on the 2015 Notes and are allegedly attempting to
gather holders of 25% in amount of the 2015 Notes and accelerate
the 2015 Notes in order to trigger a payout under the 2015 CDS.

Mr. Peterson explains that acceleration of the 2015 Notes may
force LBIAF to commence a restructuring proceeding.  Additionally,
it is possible that due to an acceleration of the 2015 Notes,
certain holders of the 2015 Notes could attempt to commence an
involuntary bankruptcy proceeding against LBIAF in Luxembourg, the
Netherlands or elsewhere.  He avers that a filing by or against
LBIAF would be disastrous to the Debtors' reorganization efforts
because, among other reasons, the commencement of an involuntary
insolvency proceeding against LBIAF would constitute a default
under both the Debtors' postpetition financing facility and the
Debtors' forbearance agreements with their prepetition senior
secured and bridge lenders.

"In short, allowing the 2015 Noteholders to take any act to
accelerate the maturity of or otherwise enforce any rights in
respect of the 2015 Notes could imperil the Debtors' chances of
successfully reorganizing and thus irreparably harm the Debtors at
a very early stage in the chapter 11 cases," Mr. Peterson
concludes.  "Accordingly, as a necessary measure that would serve
the best interests of the Debtors' estates and creditors, the
Court should enjoin the exercise of contractual or legal remedies
against LBIAF or its non-debtor subsidiaries with respect to the
2015 Notes until confirmation of a plan of reorganization in these
cases."

                       Holders of 2015 Notes

The entities believed by the Debtors to be holders of record or
beneficial holders of the 2015 Notes are: Advantus Capital
Management Inc.; AEGON Asset Management NV (Netherlands); AEGON
USA Investment Management LLC; AllianceBernstein LP; American
Money Management Corp.; Amerisure Insurance; Analytic Investors
LLC; Banc of America Securities Ltd.; Barclays Fixed Income;
Barclays Global Investors; Bawag PSK Invest GmbH; BlackRock
Financial Management Inc.; Blue Cross Blue Shield of Michigan;
BlueMountain Capital Management; BNY Mellon Private Wealth; BOA
Securities Ltd.; California STRS; Clearstream Banking; City
National Bank; Cominvest Asset Management GmbH; Cr‚dit Suisse
Asset Management Americas; CS Securities LLC; CS Securities
(Europe) Limited; CS Securities (Switzerland) LLC; DBAG London
Global; Delaware Investment Advisers; Deutsche Asset Management
(DeAM); Deutsche Bank Securities; Employers Insurance Co. of
Nevada Inc.; Eurizon Capital SGR SpA; Euroclear SA; F&C Asset
Management plc; Federated Investors Inc.; Fidelity Management &
Research Co.; Fifth Third Asset Management; Fort Washington
Investment Advisors Inc.; Fortis Investment Management SA
(Luxembourg); GE Asset Management; Goldman Sachs Asset Management
LP; Greenwich Street Advisors; Henderson Global Investors Limited;
HSBC Global Asset Management (UK) Limited; Hugheson Limited; ING
Investment Management LLC; Jones Heward Investment Counsel Inc.;
JP Morgan Clearing Corp.; The Lafayette Life Insurance Co.; Legg
Mason Partners Fund Advisor LLC; Liberty Mutual Insurance Co.;
Loomis, Sayles & Co., LP; M&G Investment Management Ltd.;
Mediolanum Asset Management Limited; Metzler Investment GmbH; MFC
Global Investment Management (US) LLC; The Midland Co.; Morgan
Stanley Investment Management Inc.; Mutual of America Capital
Management Corp.; Mutual of Omaha Insurance Co.; Nationwide
Insurance Co. (Office of Investments); New Jersey Division of
Investments; New York Life Investment Management LLC;
NOBO & Retail Accounts; Nomura Asset Management Co., Ltd.; Nomura
Corporate Research & Asset Management; Northern Trust Investments
NA; Ohio PERS; Ohio STRS; Pioneer Investment Management (Ireland)
Ltd.; Pioneer Investment Management Inc.; PPM America Inc.;
Provident Investment Counsel Inc.; Prudential Investment
Management-Fixed Income; Pyramis Global Advisors LLC; Sankaty
Advisors LLC; Standish Mellon Asset Management Co., LLC; State
Street Global Advisors (SSgA); Stichting Pensioenfonds ABP; Stone
Harbor Investment Partners LP; STW Fixed Income Management;
Teacher Retirement System of Texas; Teachers Advisors Inc.; UBS
AG; USAA Investment Management Co.; Wells Capital Management;
Western Asset Management Co. (WAMCO); White Mountains Advisors
LLC.

             Injunction Hearing on Friday in Manhattan

A hearing will be held on the motion for preliminary injunctive
relief on Friday, February 13, 2009 at 9:45 a.m. before the
Honorable Robert E. Gerber, United States Bankruptcy Judge, at the
United States Bankruptcy Court for the Southern District of New
York, Courtroom 621, One Bowling Green, New York, New York 10004.
Any objections to the motion for preliminary injunction must be
received no later than 12:00 p.m. on Thursday, February 12, 2009
by the Bankruptcy Court and filed electronically in accordance
with General Order M-242.

Objections must also be served on i) Susman Godfrey L.L.P.,
proposed attorneys for the Debtors, 1000 Louisiana Street, Suite
5100, Houston, Texas 77002 (Attn: Vineet Bhatia, Esq. and David
Peterson); (ii) Cadwalader, Wickersham & Taft LLP, proposed
attorneys for the Debtors, One World Financial Center, New York,
New York 10281 (Attn: Deryck A. Palmer, Esq. and Jessica L. Fink,
Esq.); (iii) the Office of the United States Trustee for the
Southern District of New York, 33 Whitehall Street, New York, New
York 10004 (Attn: Paul Schwartzberg, Esq.); (iv) Davis, Polk &
Wardwell, attorneys for the agents for the Debtors' postpetition
credit facilities, 450 Lexington Avenue, New York, New York 10017
(Attn: Marshall S. Huebner, Esq. and Timothy E. Graulich, Esq.);
(v) Simpson Thacher & Bartlett LLP, attorneys for UBS AG, Stamford
Branch, as Term DIP Agent, 425 Lexington Avenue, New York, New
York, 10017 (Attn: Kathrine A. McLendon and Anne L. Knight); (vi)
Brown Rudnick LLP, proposed attorneys for the Official Committee
of Unsecured Creditors, Seven Times Square, New York, New York
10036 (Attn: Edward S. Weisfelner, Esq.) and Brown Rudnick LLP,
One Financial Center, Boston, Massachusetts 02111 (Attn: Steven D.
Pohl, Esq.); and (vii) Mayer Brown LLP, attorneys for the agents
for the Debtors' postpetition credit facilities, 1675 Broadway,
New York, New York 10019 (Attn: Brian Trust, Esq.).

A copy of the temporary restraining order and other relevant
documents may be found at:

     http://chapter11.epiqsystems.com/lyondellbasellindustries

                      About LyondellBassell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

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

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


LYONDELL CHEMICAL: Gets TRO on Noteholders Action vs. Parent
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has entered a temporary restraining order against any
creditor of Lyondell Chemical Company or its co-debtor affiliates
and subsidiaries from proceeding against LyondellBasell Industries
AF S.C.A. pursuant to guaranty agreements entered into by
LyondellBasell Industries AF S.C.A. with such creditors.

The temporary restraining order also restrains holders of record
and beneficial owners of the EUR500 million and $615 million
8-3/8% Senior Notes due 2015 issued by LyondellBasell Industries
AF S.C.A. from, among other things, taking any action to
accelerate the maturity of such notes.

Lyondell Chemical's filing for Chapter 11 automatically stayed
lawsuits against the Debtors.  However, LyondellBasell Industries
and its certain European affiliates have not filed for Chapter 11.

                      Involuntary Insolvency

In its request for injunction, Lyondell Chemical told the Court
that allowing the noteholders to accelerate all amounts
outstanding under the notes, could precipitate an involuntary
insolvency proceeding against LBIAF, which in turn will cause a
default under its debtor-in-possession financing.

Pursuant to an indenture, dated as of August 10, 2005, Nell AF
S.A.R.L., the predecessor in interest to LBIAF, issued
$615,000,000 and EUR500,000,000 of 8-3/8% senior notes due 2015.
The 2015 Notes are guaranteed on a senior subordinated basis by
certain of LBIAF's subsidiaries.  A preliminary injunction is
necessary to stay the indenture trustee for the 2015 Notes and all
holders of record and beneficial holders of such notes, and all
persons or entities acting in concert with any of them, from
taking action against LBIAF or its non-debtor affiliate guarantors
with respect to the 2015 Notes, asserts David Peterson, Esq., at
Susman Godfrey L.L.P., in Houston, Texas.

Mr. Peterson explains that the Debtors' bankruptcy filing
triggered an event of default under the 2015 Indenture; upon an
event of default, the indenture trustee or the holders of 25% or
more of the 2015 Notes have the right to declare all principal and
accrued interest to be due and payable and the trustee may
exercise or direct the exercise of certain remedies against LBIAF.
Under the terms of the 2015 Indenture and pursuant to an
intercreditor agreement with the Debtors' senior creditors and the
2015 Noteholders, the 2015 Noteholders are subject to certain
limitations on payment, and enforcing their rights against the
2015 Guarantors, although not against LBIAF.

Upon notification of a default under the 2015 Notes, the 2015
Noteholders and indenture trustee may only take enforcement action
in respect of the guarantees after the passage of a period of time
(179 days) or the occurrence of certain events.

According to a January 15, 2009 article in Debt Service Wire,
certain holders of the 2015 Notes also hold credit default swaps
as a hedge on the 2015 Notes and are allegedly attempting to
gather holders of 25% in amount of the 2015 Notes and accelerate
the 2015 Notes in order to trigger a payout under the 2015 CDS.

Mr. Peterson explains that acceleration of the 2015 Notes may
force LBIAF to commence a restructuring proceeding.  Additionally,
it is possible that due to an acceleration of the 2015 Notes,
certain holders of the 2015 Notes could attempt to commence an
involuntary bankruptcy proceeding against LBIAF in Luxembourg, the
Netherlands or elsewhere.  He avers that a filing by or against
LBIAF would be disastrous to the Debtors' reorganization efforts
because, among other reasons, the commencement of an involuntary
insolvency proceeding against LBIAF would constitute a default
under both the Debtors' postpetition financing facility and the
Debtors' forbearance agreements with their prepetition senior
secured and bridge lenders.

"In short, allowing the 2015 Noteholders to take any act to
accelerate the maturity of or otherwise enforce any rights in
respect of the 2015 Notes could imperil the Debtors' chances of
successfully reorganizing and thus irreparably harm the Debtors at
a very early stage in the chapter 11 cases," Mr. Peterson
concludes.  "Accordingly, as a necessary measure that would serve
the best interests of the Debtors' estates and creditors, the
Court should enjoin the exercise of contractual or legal remedies
against LBIAF or its non-debtor subsidiaries with respect to the
2015 Notes until confirmation of a plan of reorganization in these
cases."

                       Holders of 2015 Notes

The entities believed by the Debtors to be holders of record or
beneficial holders of the 2015 Notes are: Advantus Capital
Management Inc.; AEGON Asset Management NV (Netherlands); AEGON
USA Investment Management LLC; AllianceBernstein LP; American
Money Management Corp.; Amerisure Insurance; Analytic Investors
LLC; Banc of America Securities Ltd.; Barclays Fixed Income;
Barclays Global Investors; Bawag PSK Invest GmbH; BlackRock
Financial Management Inc.; Blue Cross Blue Shield of Michigan;
BlueMountain Capital Management; BNY Mellon Private Wealth; BOA
Securities Ltd.; California STRS; Clearstream Banking; City
National Bank; Cominvest Asset Management GmbH; Cr‚dit Suisse
Asset Management Americas; CS Securities LLC; CS Securities
(Europe) Limited; CS Securities (Switzerland) LLC; DBAG London
Global; Delaware Investment Advisers; Deutsche Asset Management
(DeAM); Deutsche Bank Securities; Employers Insurance Co. of
Nevada Inc.; Eurizon Capital SGR SpA; Euroclear SA; F&C Asset
Management plc; Federated Investors Inc.; Fidelity Management &
Research Co.; Fifth Third Asset Management; Fort Washington
Investment Advisors Inc.; Fortis Investment Management SA
(Luxembourg); GE Asset Management; Goldman Sachs Asset Management
LP; Greenwich Street Advisors; Henderson Global Investors Limited;
HSBC Global Asset Management (UK) Limited; Hugheson Limited; ING
Investment Management LLC; Jones Heward Investment Counsel Inc.;
JP Morgan Clearing Corp.; The Lafayette Life Insurance Co.; Legg
Mason Partners Fund Advisor LLC; Liberty Mutual Insurance Co.;
Loomis, Sayles & Co., LP; M&G Investment Management Ltd.;
Mediolanum Asset Management Limited; Metzler Investment GmbH; MFC
Global Investment Management (US) LLC; The Midland Co.; Morgan
Stanley Investment Management Inc.; Mutual of America Capital
Management Corp.; Mutual of Omaha Insurance Co.; Nationwide
Insurance Co. (Office of Investments); New Jersey Division of
Investments; New York Life Investment Management LLC;
NOBO & Retail Accounts; Nomura Asset Management Co., Ltd.; Nomura
Corporate Research & Asset Management; Northern Trust Investments
NA; Ohio PERS; Ohio STRS; Pioneer Investment Management (Ireland)
Ltd.; Pioneer Investment Management Inc.; PPM America Inc.;
Provident Investment Counsel Inc.; Prudential Investment
Management-Fixed Income; Pyramis Global Advisors LLC; Sankaty
Advisors LLC; Standish Mellon Asset Management Co., LLC; State
Street Global Advisors (SSgA); Stichting Pensioenfonds ABP; Stone
Harbor Investment Partners LP; STW Fixed Income Management;
Teacher Retirement System of Texas; Teachers Advisors Inc.; UBS
AG; USAA Investment Management Co.; Wells Capital Management;
Western Asset Management Co. (WAMCO); White Mountains Advisors
LLC.

             Injunction Hearing on Friday in Manhattan

A hearing will be held on the motion for preliminary injunctive
relief on Friday, February 13, 2009 at 9:45 a.m. before the
Honorable Robert E. Gerber, United States Bankruptcy Judge, at the
United States Bankruptcy Court for the Southern District of New
York, Courtroom 621, One Bowling Green, New York, New York 10004.
Any objections to the motion for preliminary injunction must be
received no later than 12:00 p.m. on Thursday, February 12, 2009
by the Bankruptcy Court and filed electronically in accordance
with General Order M-242.

Objections must also be served on i) Susman Godfrey L.L.P.,
proposed attorneys for the Debtors, 1000 Louisiana Street, Suite
5100, Houston, Texas 77002 (Attn: Vineet Bhatia, Esq. and David
Peterson); (ii) Cadwalader, Wickersham & Taft LLP, proposed
attorneys for the Debtors, One World Financial Center, New York,
New York 10281 (Attn: Deryck A. Palmer, Esq. and Jessica L. Fink,
Esq.); (iii) the Office of the United States Trustee for the
Southern District of New York, 33 Whitehall Street, New York, New
York 10004 (Attn: Paul Schwartzberg, Esq.); (iv) Davis, Polk &
Wardwell, attorneys for the agents for the Debtors' postpetition
credit facilities, 450 Lexington Avenue, New York, New York 10017
(Attn: Marshall S. Huebner, Esq. and Timothy E. Graulich, Esq.);
(v) Simpson Thacher & Bartlett LLP, attorneys for UBS AG, Stamford
Branch, as Term DIP Agent, 425 Lexington Avenue, New York, New
York, 10017 (Attn: Kathrine A. McLendon and Anne L. Knight); (vi)
Brown Rudnick LLP, proposed attorneys for the Official Committee
of Unsecured Creditors, Seven Times Square, New York, New York
10036 (Attn: Edward S. Weisfelner, Esq.) and Brown Rudnick LLP,
One Financial Center, Boston, Massachusetts 02111 (Attn: Steven D.
Pohl, Esq.); and (vii) Mayer Brown LLP, attorneys for the agents
for the Debtors' postpetition credit facilities, 1675 Broadway,
New York, New York 10019 (Attn: Brian Trust, Esq.).

A copy of the temporary restraining order and other relevant
documents may be found at:

     http://chapter11.epiqsystems.com/lyondellbasellindustries

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

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

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


MCCLATCHY CO: Gets NYSE Non-Compliance Note As Stock Under $1
-------------------------------------------------------------
On February 4, 2009, The McClatchy Company was notified by the New
York Stock Exchange that it is not in compliance with the NYSE's
continued listing standards.  The NYSE's Notice indicated that as
of February 2, 2009, the Company's 30 trading-day average closing
share price for its Class A Common Stock was $0.98, which was
below the NYSE's quantitative listing standard requiring NYSE
listed companies to have an average closing price of any listed
security not below $1.00 per share for any consecutive 30 trading-
day period.  Under the applicable rules and regulations of the
NYSE, the Company has 10 business days from the receipt of the
Notice, or until February 19, 2009, to notify the NYSE of its
intent to cure this deficiency.

Under applicable rules and regulations of the NYSE regarding the
Share Price Deficiency, the Company has six months from the date
of the Notice to cure the Share Price Deficiency.  If the Company
is not compliant by that date, its Class A Common Stock will be
subject to suspension and delisting by the NYSE.

The Company is currently exploring alternatives for curing the
Share Price Deficiency and restoring compliance with the continued
listing standards and intends to notify the NYSE within the
required 10-business day period that it intends to cure the
deficiency.  The Company's Class A Common Stock remains listed on
the NYSE under the symbol "MNI," but will be assigned a ".BC"
indicator by the NYSE so as to signify that the Company is not
currently in compliance with the NYSE's continued quantitative
listing standards.  Although the Company intends to cure this
deficiency and return to compliance with the NYSE continued
listing requirements, there can be no assurance that it will be
able to do so.

                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Moody's Investors Service downgraded The McClatchy Company's
Corporate Family and Probability of Default ratings to B2 from
Ba3, the ratings on the senior unsecured notes to Caa1 from B1,
and the rating on the guaranteed bank facility to Ba2 from Ba1.
The rating outlook is negative.  The downgrade reflects Moody's
expectation that ongoing significant declines in advertising
revenue will continue to pressure EBITDA -- leading to an increase
in leverage and heightened risk of a credit facility covenant
violation.  Moody's anticipates McClatchy's free cash flow
generation and the modest bank leverage will allow the company to
obtain an amendment if necessary, but an increase in the interest
rate spread and tighter non-financial covenants are likely to
result, which would reduce financial flexibility.

The TCR reported on Feb. 10, 2009, that Fitch Ratings downgraded
the Issuer Default Rating and outstanding debt ratings of The
McClatchy Company:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

There is no Rating Outlook assigned.  Approximately $2.1 billion
of debt is affected by the action.

As of Sept. 28, 2008, the company's balance sheet showed total
assets of $3.6 billion, total liabilities of $2.9 billion, and
total stockholders' equity of $375.9 million.


MCCLATCHY CO: Posts $21.7 Million Net Loss in 4th Quarter
---------------------------------------------------------
The McClatchy Company reported on February 5, 2009, a net loss
from continuing operations in the fourth quarter of 2008 of
$20.4 million, or 25 cents per share, including a pre-tax non-cash
impairment charge of $59.6 million related to newspaper mastheads.
Adjusted earnings from continuing operations were $21.8 million,
or 26 cents per share, in the fourth quarter of 2008 after
excluding several unusual items.  Total net loss including
discontinued operations was $21.7 million, or 26 cents per share
in the 2008 fourth quarter.

Management conducted its annual impairment testing of goodwill and
other long-lived assets as of the end of its fiscal year,
December 28, 2008.  Upon completion of that testing, the company
recorded a pre-tax non-cash impairment charge of $59.6 million to
newspaper mastheads.  The company did not record an impairment
charge related to goodwill in 2008.

For the fourth quarter of 2007, the company reported an after-tax
loss from continuing operations of $1.43 billion, or $17.42 per
share, including the effect of non-cash after-tax impairment
charges related to goodwill and newspaper mastheads of
$1.47 billion, or $17.86 per share.  Adjusted earnings from
continuing operations were $36.1 million, or 44 cents per share,
in the fourth quarter of 2007 after excluding the non-cash
impairment charges.  The company's total net loss, including the
results of discontinued operations, was $1.43 billion, or $17.46
per share.

Revenues in the fourth quarter of 2008 were $470.9 million, down
17.9% from revenues from continuing operations of $573.4 million
in the fourth quarter of 2007.  Advertising revenues were
$388.3 million, down 20.7% from 2007, and circulation revenues
were $67.0 million, up 1.4%.  Online advertising revenues grew
10.3% in the fourth quarter of 2008 and were 10.9% of total
advertising revenues compared to 7.8% of total advertising
revenues in the fourth quarter of 2007.

Using cash from operations and proceeds from asset sales, the
company repaid $30 million of debt in the quarter and $433 million
for all of 2008. Debt at the end of the fiscal year was
$2.038 billion, down from $2.471 billion at the end of 2007.

                        Restructuring Plan

McClatchy noted that the duration and depth of the economic
recession have taken a severe toll on its advertising revenues.
Given the unprecedented deterioration in revenues and with no
visibility of an improving economy, the company is continuing to
reduce expenses.  McClatchy announced that it is developing a plan
to reduce costs by an additional $100 million to $110 million, or
approximately seven percent of 2008 cash expenses, over the next
12 months beginning later in the first quarter of 2009.  Details
of the plan have not yet been finalized and as a result, costs to
complete the plan are not yet known.  In addition, the company
will freeze its pension plans and temporarily suspend the company
match to its 401(k) plans, effective March 31, 2009.  The company
will extend a salary freeze for senior executives in 2009 that was
implemented in 2007.  The company previously announced that it had
implemented a company-wide salary freeze from September 2008
through September 2009.  Gary Pruitt, McClatchy's chairman and
chief executive officer, also has declined any bonus for 2008 and
2009.  In addition, other senior executives will not receive
bonuses for 2008.

McClatchy will suspend its quarterly dividend after paying the
first quarter 2009 dividend, which was declared on January 27,
2009, in order to preserve cash for debt repayment.  The first
quarter 2009 dividend of $.09 per share is half the per share
dividend paid in the 2008 first quarter.

                        Full Year Results

Net income from continuing operations for fiscal 2008 was
$2.8 million, or three cents per share, and was affected by the
impact of the non-cash impairment charges and other unusual items.
Adjusted earnings from continuing operations were $55.4 million,
or 67 cents per share, in fiscal 2008.  Total net income including
discontinued operations was $1.4 million, or two cents per share.

In addition to the impairment charges previously noted, results in
2008 included the impact of several unusual items including: a
gain on the sale of a one-third interest in SP Newsprint Company;
a gain on the extinguishment of debt; write-offs of deferred
financing costs as a result of amendments to the company's credit
agreement; charges related to the implementation of previously
announced restructuring plans; the write-down of certain internet
investments; and adjustments for certain discrete tax items.

The loss from continuing operations for full year 2007 was
$2.73 billion, or $33.26 per share, including the effect of the
non-cash impairment charges taken in 2007.  Adjusted earnings from
continuing operations were $110.9 million, or $1.35 per share, in
fiscal 2007 after considering the non-cash impairment charges and
adjustments for certain discrete tax items.  The company's total
net loss, including the results of discontinued operations, was
$2.74 billion, or $33.37 per share.

Revenues from continuing operations in 2008 were $1.9 billion,
down 15.9% compared to $2.26 billion in 2007.  Advertising
revenues in 2008 totaled $1.6 billion, down 17.9% and circulation
revenues were $265.6 million, down 3.7%.  Online advertising
revenues grew 10.6% in 2008 and represented 11.6% of total
advertising revenues compared to 8.6% for all of 2007.

                       Management's Comments

Commenting on McClatchy's results, Mr. Pruitt said, "2008 was a
difficult and disappointing year.  We faced troubled economic
times and structural changes in our business.

"Still, 2008 was a good year for our online business; online
audiences and revenues rose sharply.  In the fourth quarter,
average monthly unique visitors to our websites were up 25.3% and
were up 33.5% for all of 2008.  Online advertising revenues grew
10.3% in the fourth quarter of 2008 and were up 47.3% excluding
employment advertising, a category that has been impacted both
online and in print by the nationwide decline in jobs.

"But the economy remains mired in recession and our industry is
still in a period of transition.  The advertising environment
continues to be weak and we expect print advertising revenues to
continue to be down.  While we do not have final advertising
revenue results for January, we know that the month was slower
than the fourth quarter.  We don't have any better sense than
other market observers as to how long the current recession will
last and we do not yet have visibility of revenue trends.

"We must respond with both continued rigor in driving our revenue
results as well as permanently reducing our cost structure.  At
McClatchy we are quickly becoming a hybrid print and online news
and information company.

"Evidence of our cost reduction efforts can be found in our
results.  Excluding severance and other benefit charges related to
our previously announced restructuring plans, cash expenses were
down 14.4% in the fourth quarter and were down 11.5% in all of
2008.

"This necessary transition to a more efficient company is
especially painful in a horrible economy and we have had to make
some very difficult decisions to keep the company safe," Mr.
Pruitt said.  "Even so, we are determined to treat our employees
well and secure their retirement as best we can.  So while we have
announced that we are freezing our pension plans and will
temporarily suspend 401(k) matching contributions as of March 31,
we will continue to offer competitive benefits for our employees.
We expect to offer a new 401(k) plan later this year that will
include both a matching contribution (once reinstated), plus a
supplemental contribution that is tied to cash flow performance.
I recognize the sacrifices our employees are making to help us get
though this difficult time and I appreciate their loyalty to
McClatchy.  I am confident that the McClatchy team is up to this
challenge and we will see brighter days when the economy finally
turns."

Pat Talamantes, McClatchy's chief financial officer, said, "Our
new cost initiatives, combined with our 2008 efforts, are designed
to save approximately $300 million annually before severance
costs.  Approximately $60 million of savings has been realized in
2008, and $44.7 million of severance costs associated with these
programs has been expensed in 2008 and largely paid."

"Despite the downturn in advertising revenues, we still continue
to generate significant cash and are using it to repay debt," Pat
Talamantes said.  "Our debt at year end is $2.038 billion, down
$433 million from the end of 2007.  Based on our trailing 12
months of cash flow, our leverage ratio is currently 5.1 times
cash flow and our interest coverage ratio is 2.8 times cash flow
as defined by our bank agreement -- well within the allowable
covenant thresholds.  We have $159 million in availability under
our bank credit lines, and have no significant debt maturities
until June 2011.  We believe that we can work through this
difficult environment, and we expect to make further progress in
paying down debt in 2009."

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

               http://researcharchives.com/t/s?395e

                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Moody's Investors Service downgraded The McClatchy Company's
Corporate Family and Probability of Default ratings to B2 from
Ba3, the ratings on the senior unsecured notes to Caa1 from B1,
and the rating on the guaranteed bank facility to Ba2 from Ba1.
The rating outlook is negative.  The downgrade reflects Moody's
expectation that ongoing significant declines in advertising
revenue will continue to pressure EBITDA -- leading to an increase
in leverage and heightened risk of a credit facility covenant
violation.  Moody's anticipates McClatchy's free cash flow
generation and the modest bank leverage will allow the company to
obtain an amendment if necessary, but an increase in the interest
rate spread and tighter non-financial covenants are likely to
result, which would reduce financial flexibility.

The TCR reported on Feb. 10, 2009, that Fitch Ratings downgraded
the Issuer Default Rating and outstanding debt ratings of The
McClatchy Company:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

There is no Rating Outlook assigned.  Approximately $2.1 billion
of debt is affected by the action.

As of Sept. 28, 2008, the company's balance sheet showed total
assets of $3.6 billion, total liabilities of $2.9 billion, and
total stockholders' equity of $375.9 million.


MAGNA ENTERTAINMENT: Unit Applies for VLT License in Anne Arundel
-----------------------------------------------------------------
Magna Entertainment Corp. applied on February 2, 2009, through
Laurel Racing Assoc., Inc., one of its wholly owned subsidiaries,
to the Maryland VLT Facility Location Commission for a Video
Lottery Operation License to operate 4,750 VLTs at Laurel Park in
Anne Arundel County, Maryland.  While MEC has submitted an
application, Laurel Racing did not pay the specified license fee
of $28.5 million at this time.  MEC hopes to be able to work with
its partners, the Commission and Anne Arundel County in the very
near future to achieve a successful licensing of Laurel Racing and
the construction of the Laurel VLT Facility.

Frank Stronach, Chairman and Chief Executive Officer of MEC,
stated, "We are excited to pursue a VLT License for Laurel Racing
and we believe that locating the video lottery facility at Laurel
Park will help preserve Maryland's thoroughbred industry,
including Laurel Park, Pimlico and the Preakness Stakes(R)."

Magna Entertainment arranged for the funding of the specified
license fee of $28.5 million to Laurel Racing, in connection with
its February 2, 2009 application by Laurel Racing for a VLT
License in Anne Arundel County.  The Initial License Fee will be
placed in an escrow account held at a Maryland bank.  Laurel
Racing has asked the Maryland VLT Facility Location Commission to
undertake that it will utilize its discretionary authority to
refund the Initial License Fee in the event Laurel Racing is
granted a VLT License but is unable to obtain all proper zoning
and permits necessary for the operation of a video lottery
terminal facility at Laurel Racing's Anne Arundel location.
Provided the Commission agrees to refund the Initial License Fee,
that fee and all interest earned will be paid to the Commission.
The Initial License Fee funds were advanced pursuant to the
previously announced December 1, 2008 loan agreement among MEC,
certain MEC subsidiaries as guarantors, and a subsidiary of MEC's
controlling shareholder, MI Developments Inc., as lender.

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

Net loss for the three months ended Sept. 30, 2008, was
$48.4 million, an improvement of $1.5 million or 2.9% compared to
the same period last year.  Net loss for the nine months ended
Sept. 30, 2008, was $116.1 million, an increase of $45.3 million
or 64.0% compared to the same period last year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.1 billion, total liabilities of $891.0 million and total
shareholders' equity of $272.7 million.


MCKESSON CORPORATION: Moody's Assigns Low-B Shelf Ratings
---------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to McKesson
Corporation's $500 million senior note offering and ratings to
McKesson's new WKSI universal shelf.

Ratings on the company's prior shelf, which expired, were
withdrawn.  At the same time, Moody's affirmed all other existing
debt ratings and the stable rating outlook.

The last rating action on McKesson was taken on October 5, 2007
when Moody's affirmed the company's ratings and stable outlook in
conjunction with the announcement that McKesson was acquiring
Oncology Therapeutics Network and its board had authorized a
$1 billion share buyback program.

McKesson's Baa3 ratings reflect the company's position as one of
the nation's leading pharmaceutical distributors as well as solid
cash flow generation.  Moody's believe this new debt offering --
proceeds from which will be used for general corporate purposes,
including the settlement of the private payor portion of AWP-
related litigation -- can be absorbed within the current rating
category.

The stable outlook reflects Moody's expectation that the company
will maintain FCF/TD measures of at least 20% even if it moves
toward a more leveraged, targeted capital structure.  In addition,
the stable outlook assumes that McKesson will sustain solid cash
flow despite declines in hospital capital spending, which is
expected to result in lower software sales within its information
technology division.

"McKesson's measured approach to buybacks and acquisitions offsets
uncertainty associated with a tough economic environment," said
Diana Lee, a Senior Credit Officer at Moody's.

The affirmation of the ratings and stable outlook also assume that
McKesson will maintain a sufficient liquidity profile, especially
in light of the potential for additional litigation payouts
related to AWP litigation.

Ratings assigned:

McKesson Corporation

  -- Baa3 $500 million new senior unsecured notes
  -- (P)Baa3 senior shelf
  -- (P)Ba1 subordinated shelf
  -- (P)Ba1 senior subordinated shelf
  -- (P)Ba1 junior subordinated shelf
  -- (P)Ba2 preferred shelf

Ratings affirmed:

McKesson Corporation

  -- Senior unsecured notes at Baa3
  -- Short-term rating at Prime-3
  -- Backed Industrial Revenue Bonds at Baa3

McKesson Canada Corporation

  -- Short-term rating at Prime-3

Ratings withdrawn:

McKesson Corporation

  -- Existing senior shelf at (P)Baa3
  -- Existing subordinated shelf at (P)Ba1
  -- Existing senior subordinated shelf at (P)Ba1
  -- Existing junior subordinated shelf at (P)Ba1
  -- Existing preferred shelf rating at (P)Ba2

McKesson'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 McKesson's core industry and McKesson's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

McKesson Corporation, located in San Francisco, California, is a
leading pharmaceutical drug distributor.  Its information systems
business provides software and hardware support to a large portion
of the nation's hospitals.  The company reported revenues of about
$106.6 billion for the twelve months ended December 31, 2008.


MEDICAL SOLUTIONS: Gets Termination Notice on Reorganization Pact
-----------------------------------------------------------------
Marshall Sterman, chairman of the Board of Directors of Medical
Solutions Management Inc., disclosed in a regulatory filing dated
February 5, 2009, that the company and Andover Medical, Inc.,
received a notice of termination of an Asset Purchase Agreement
and Plan of Reorganization from Certified Diabetic Services, Inc.

On July 25, 2008, Medical Solutions, Andover Medical, and
Certified Diabetic Services, Inc., entered into an Asset Purchase
Agreement and Plan of Reorganization, pursuant to which Medical
Solutions was to acquire substantially all of the assets of
Andover and CDIP, including Andover's and CDIP's subsidiaries.

On February 3, 2009, the company and Andover received a notice of
termination of the Reorganization Agreement from CDIP, "pursuant
to Section 6.1(b)(i) thereof for failure to consummate the
transaction by December 31, 2009."

Mr. Sterman also disclosed that on February 4, 2009, Robert
Coffill resigned from the Board of Directors.  In connection with
the resignation, the company and Mr. Coffill also mutually agreed
to terminate Mr. Coffill's employment.

Moreover, Mr. Sterman related, on February 2, 2009, the company
entered into a Business Consulting Agreement with Parcae Capital
pursuant to which the company engaged Parcae to oversee the
management and restructuring of Medical Solutions, including
overseeing an independent investigation into the facts and
circumstances surrounding the current ongoing federal
investigation involving MSMT.

                      About Medical Solutions

Headquartered in Marlborough, Massachusetts, Medical Solutions
Management, Inc., (OTC BB: MSMT.OB) -- markets and sells
orthopedic and podiatric durable medical equipments in the United
States.  It enables orthopedic and podiatric practices to dispense
an array of durable medical equipment directly to their patients
during office visits through its turnkey programs.  The company
also provides billing services, inventory management, and
insurance verifications, as well as offers related management
services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Boston-based Wolf & Company, P.C., expressed substantial doubt
about Medical Solutions Management Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Dec. 31, 2007.

The Company's losses have resulted in an accumulated deficit of
$158,648,786 as of September 27, 2008.  Operating activities
consumed $5,067,386 in cash in the nine months ended
September 27, 2008.  In addition, the Company has negative working
capital of $91,859 as of September 27, 2008.

Medical Solutions Management Inc.'s consolidated balance sheet at
September 27, 2008, showed total assets of $8,103,070, total
liabilities of $8,104,703 and Series D Convertible Preferred stock
of $8,124,432, resulting in total stockholders' deficiency of
$8,126,065.


MODINE MANUFACTURING: Delays Filing of 3rd Qtr Fiscal 2009 Report
-----------------------------------------------------------------
Modine Manufacturing Company has filed a Form 12b-25 "Notification
of Late Filing" with the U.S. Securities and Exchange Commission
delaying the filing of its Form 10-Q for the quarter ended
December 31, 2008 to on or before February 17, 2009.

The Company will release its third quarter fiscal 2009 earnings on
Tuesday, February 17, 2009 and conduct a conference call and
webcast for investors on that same date at 10:00 a.m. Central Time
(11:00 a.m. Eastern Time).

According to the Company, the weakening global economy and sales
volume declines have created a significant downturn in Modine
Manufacturing Company's vehicular markets, particularly within
Europe.  These factors triggered an impairment review of the
Company's long-lived assets within its Original Equipment --
Europe segment during the third quarter ended December 31, 2008.
As of February 9, 2009, the Company has yet to complete this
impairment analysis in time to timely file the Form 10-Q for the
quarterly period ended December 31, 2008 without unreasonable
effort or expense.

According to the Company, for the three months ended December 31,
2008, it anticipates reporting a loss from continuing operations
in a range of $55 million to $58 million, subject to finalization
of the long-lived asset impairment analysis for the Company's
Original Equipment -- Europe segment.  This compares to the
reported loss from continuing operations for the three months
ended December 31, 2007 of $55 million.

The Company says the current year loss is the result of these:

   -- Sales volumes declined significantly as a result of the
      weakening global economy. The instability in the global
      financial markets has created a significant downturn in the
      Company's vehicular markets, particularly within Europe.
      Net sales were $365 million for the three months ended
      December 31, 2008, as compared to net sales of $481 million
      for the three months ended December 31, 2007;

   -- The decline in sales volumes, the underabsorption of fixed
      costs in the Company's manufacturing facilities as the
      result of declining sales volumes, as well as a shift in
      product mix toward lower margin business contributed to a
      decline in gross profit. Gross profit was $42 million for
      the three months ended December 31, 2008, as compared to
      gross profit of $70 million for the three months ended
      December 31, 2007;

   -- The results for the three months ended December 31, 2008 are
      anticipated to include impairment charges in a range of
      $25 million to $28 million, subject to the finalization of
      the long-lived asset impairment analysis for the Original
      Equipment -- Europe segment. This is comprised of a
      $9 million goodwill impairment charge in the Company's
      Original Equipment -- Europe segment, an estimated
      $8 million to $11 million long-lived asset impairment charge
      in the Company's Original Equipment -- Europe segment, and
      an $8 million long-lived asset impairment charge in the
      Company's Original Equipment -- North America segment;

   -- Restructuring and repositioning charges totaling $27 million
      were recorded during the three months ended December 31,
      2008, related to a workforce reduction in the Company's
      Racine, Wisconsin headquarters and a planned workforce
      reduction throughout the Company's European facilities,
      including the European headquarters in Bonlanden, Germany;
      and

   -- Tax valuation allowance charges of $7 million were recorded
      against the net deferred tax assets in the U.S. and South
      Korea as the Company continues to assess that it is more
      likely than not that these assets will not be realized in
      the future.

For the nine months ended December 31, 2008, the Company
anticipates reporting a loss from continuing operations in a range
of $61 million to $64 million. This compares to the reported loss
from continuing operations for the nine months ended December 31,
2007 of $34 million. The weakened global economy is expected to
continue to adversely affect the Company's results over the
remainder of fiscal 2009. Based on this trend and the current
quarter impairment and restructuring charges which were not
contemplated in the second quarter of fiscal 2009, the Company
anticipates that its full year results will fall significantly
below its fiscal 2009 loss from continuing operations before
income taxes guidance range of $5 million to $25 million which was
previously reported in conjunction with the Company's second
quarter fiscal 2009 earnings release on October 30, 2008.

                           About Modine

Based in Racine, Wisconsin, Modine Manufacturing Company (MOD) -
http://www.modine.com/-- specializes in thermal management
systems and components, bringing highly engineered heating and
cooling technology and solutions to diversified global markets.
Modine products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The company had revenues of $1.9 billion in fiscal year 2008.  It
employs roughly 7,900 people at 33 facilities worldwide in 15
countries.


MODINE MANUFACTURING: Obtains Waiver on Covenant Default
--------------------------------------------------------
Modine Manufacturing Company discloses that as a result of the
significant downturn in its vehicular markets and resulting loss
to be reported for the three months ended December 31, 2008, the
Company was not in compliance with the interest expense coverage
ratio at December 31, 2008, which constituted a default under the
debt agreements.

Modine says its debt agreements require it to maintain specified
financial ratios.  The most restrictive limitations are quarter-
end debt to earnings before interest, taxes, depreciation and
amortization of not more than a 3.0 to 1.0 ratio (leverage ratio)
and earnings before interest and taxes (EBIT) to interest expense
of not less than a 1.75 to 1.0 ratio for the third quarter of
fiscal 2009 (interest expense coverage ratio), as such terms are
used in the debt agreements.  As indicated in the Company's
quarterly report on Form 10-Q for the quarterly period ended
September 30, 2008, recent adverse trends have put additional
pressure on the Company's ability to remain in compliance with the
interest expense coverage ratio.

Modine relates that it has reached an agreement in principle with
its primary lenders and holders of notes on a waiver of the
default which existed at December 31, 2008, and an amendment of
its debt agreements. The Company has received written confirmation
from the lenders and note holders, and anticipates closing on the
waiver and amendments prior to filing its Form 10-Q for the
quarterly period ended December 31, 2008.  The waiver and
amendments will not become effective until the closing.

In the very unlikely event that the Company is unable to close on
the waiver and amendments prior to the filing of its Form 10-Q for
the quarterly period ended December 31, 2008, the Company would be
required to classify its outstanding long-term indebtedness
totaling $254 million as a current liability. Presently, the
Company is not able to borrow on its existing revolving credit
facility and will not be able to do so until closing on the waiver
and amendments.  However, at December 31, 2008, the Company had
cash of $73 million that it believes will be sufficient to fund
operations without accessing the revolving credit facility while
the Company closes on the waiver and amendment or pursues other
financing options, if needed. While the Company is confident that
it will be able to close on the waiver and amendment with its
primary lenders and holders of notes, and in fact is in the final
stages of doing so, if it is unable to do so and also unable to
obtain alternative financing arrangements, there would be
substantial doubt about the Company's ability to continue as a
going concern.

                           About Modine

Based in Racine, Wisconsin, Modine Manufacturing Company (MOD) -
http://www.modine.com/-- specializes in thermal management
systems and components, bringing highly engineered heating and
cooling technology and solutions to diversified global markets.
Modine products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The company had revenues of $1.9 billion in fiscal year 2008.  It
employs roughly 7,900 people at 33 facilities worldwide in 15
countries.


MUZAK HOLDINGS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Muzak Holdings LLC and certain of its subsidiaries have filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware to facilitate a restructuring of the
Company's debt obligations.

Patrick Fitzgerald at The Wall Street Journal relates that Muzak
had $333.6 million in total assets and $468.1 million in total
current liabilities for of the quarter ended September 30, 2008.
Muzak, according to WSJ, listed about $370 million in bond debt
and also owes $105 million to its senior lenders.

Muzak said in a filing with the U.S. Securities and Exchange
Commission that about $436.6 million of the company's long term
debt was scheduled to mature in the first quarter of 2009,
starting with the maturity of its $105 million term loan on
January 19.

Muzak previously reached an agreement with its lenders to access
all cash on hand and cash generated from ongoing operations.  The
Company is confident that it has sufficient means to support the
business during the Chapter 11 process.

As reported on January 19, 2009, the Company reached an agreement
with its secured lenders to extend the maturity date under the
Company's $105 million Credit Agreement, dated as of April 15,
2005, for a period of 22 days through and including February 10,
2009.  The maturity extension served as a catalyst for
constructive negotiations with each of the Company's major
creditor constituencies concerning a comprehensive financial
restructuring that will maximize value for all interested parties.
Muzak and its major creditor constituencies are committed to
building upon the momentum gained over the past 22 days in an
effort to continue, and ultimately complete, restructuring
negotiations, which can be implemented on an expedited basis in
Chapter 11.

"Muzak is a solid business with an outstanding customer base, but
we are burdened with substantial debt obligations established over
a decade ago.  Muzak has nearly doubled its cash flows while
investing in its operations over the last three years, a period in
which Muzak has also not had the need to seek additional
financing, demonstrating that our business continues to perform
well even in today's challenging environment," said Stephen P.
Villa, Chief Executive Officer of Muzak.  "We believe Chapter 11
will provide us with the opportunity to right size our capital
structure and gain financial flexibility, while continuing to
operate our business and serve our clients without interruption.
Our lenders have shown a tremendous amount of support and have
committed to funding this restructuring process.  We intend to
move through this process as quickly as possible, and we firmly
believe that this course of action will better position Muzak for
long-term success."

The Company has filed a series of motions with the Court to ensure
the continuation of normal operations, including paying employee
wages and salaries and to provide employee benefits without
interruption.  The Company also has asked for authority to honor
all of its outstanding client programs, including promotional
programs.  During the Chapter 11 process vendors will be paid by
the Company for post-petition purchases of goods and services in
the ordinary course of business.  In addition, the Company will
continue its business arrangements and agreements with Independent
Affiliates and the Company has asked for authority to honor any
amounts owed to Independent Affiliates.

Mr. Villa concluded, "This process will provide us with the
ability to address our outstanding debt position and to continue
'business as usual' at Muzak -- providing high quality music and
messaging products, innovative technologies and superior client
service.  Muzak has a strong foundation in place and we are fully
committed to making this financial restructuring successful and
positioning the Company for sustainable profitability. "

Kirkland & Ellis LLP is serving as legal advisor and Moelis &
Company is serving as financial advisor to the Company.

Additional information about Muzak's restructuring is available
at: http://www.muzak.com/restructuring. For access to Court
documents and other general information about Chapter 11 cases,
visit: http://chapter11.epiqsystems.com/muzak.

                        About Muzak

Fort Mill, S.C.-based Muzak Holdings LLC -- http://www.muzak.com-
- creates a variety of music programming from a catalog of over
2.6 million songs and produces targeted custom in-store and on-
hold messaging.  Through its national service and support network,
Muzak designs and installs professional sound systems, digital
signage, drive-thru systems, commercial television and more.


MUZAK HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Muzak Holdings LLC
        3318 Lakemont Blvd.
        Fort Mill, SC 29708

Bankruptcy Case No.: 09-10422

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Muzak Holdings Finance Corp.                       09-10424
Muzak LLC                                          09-10425
Background Music Broadcasters, Inc.                09-10426
Muzak Capital Corporation                          09-10427
MLP Environmental Music, LLC                       09-10428
Business Sound, Inc.                               09-10429
BI Acquisition, LLC                                09-10430
Muzak Finance Corp.                                09-10431
Electro-Systems Corporation                        09-10432
Audio Environments, Inc.                           09-10433
Telephone Audio Productions, Inc.                  09-10434
Vortex Sound Communications Company, Inc.          09-10435
Muzak Houston, Inc.                                09-10437
Music Incorporated                                 09-10438

Related Information: The Debtors provide business music
                     programming.

                     As reported by the Troubled Company Reporter
                     on Jan. 14, 2009, Moody's Investors Service
                     downgraded Muzak Holdings, LLC's
                     probability-of-default rating to Ca from
                     Caa3 and the corporate family rating to Ca
                     from Caa2.

                     Moody's also downgraded the ratings of the
                     company's $220 million senior unsecured
                     notes to Ca from Caa1, and the $25 million
                     senior discount notes and $115 million
                     senior subordinated notes to C from Ca.  The
                     downgrade of the probability-of-default
                     rating reflects Moody's concern over the
                     company's ability to satisfy $437 million of
                     debt maturing in the March 2009 quarter.

                     In Moody's opinion, a refinancing is highly
                     unlikely given time constraints and the
                     current state of credit markets.  These
                     maturities increase the likelihood of a
                     distressed exchange or bankruptcy filing in
                     Moody's opinion.

                     See: http://www.muzak.com/

Chapter 11 Petition Date: February 10, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' General Counsel: Kirkland & Ellis LP

Local Counsel: Domenic E. Pacitti, Esq.
               dpacitti@klehr.com
               Klehr Harrison Harvey Branzburg & Ellers
               919 Market Street, Suite 1000
               Wilington, DE 19801
               Tel: (302) 552-5511
               Fax: (302) 426-9193

Investment Banker: Moelis & Company LLC

Auditors: PricewaterhouseCooper LLP

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
U.S. Bank N.A.                 senior notes      $225,255,556
as indenture trustee           10% due 2009
Corporate Trust Services
One Federal Street
Boston, MA 02110
Attn: Andrew M. Sinasky
Vice President
Tel: (617) 603-6564
Fax: (617) 603-6699

U.S. Bank N.A.                 senior subor.     $120,520,399
as indenture trustee           notes 9.875%
Corporate Trust Services       due 2009
One Federal Street
Boston. MA 02110
Attn: Andrew M. Sinasky
Vice President
Tel: (617) 603-6564
Fax: (617) 603-6699

U.S. Bank N.A.                 senior discount   $25,514,495
as indenture trustee           notes 13% due
Corporate Trust Services       2010
One Federal Street
Boston, MA 02110
Attn: Andrew M. Sinasky
Vice President
Tel: (617) 603-6564
Fax: (617) 603-6699

Dukate, Bronwein M.            electro system    $1,318,673
20404 Front Beaeh Road         corp.
Panama City, FL 32413
2220 Colorado Avenue
Santa Monica. CA 90404
Tel: (310) 865-4086
Fax: (310) 865-1598

EMI Capitol Records            trade debt        $320,323

AT&T                           trade debt        $257,384

Dish Network                   trade debt        $251,276

American Society of            trade debt        $213,020
Composers, Authors and
Publishers

Warner Special Products        trade debt        $207,378

Sony Music                     trade debt        $168,915

BMG Film & Television Music    trade debt        $99,095

United Parcel Service          trade debt        $70,848

Virgin Records                 trade debt        $60,008

Adrian L. Cameron              electro system    $58,043
                               corporation

Daphne L. Clark                electro system    $58,043
                               corporation

Harry Fox Agency               trade debt        $53.517

Rhino Entertainment            trade debt        $40,386

Daphne L. Murray               electro system    $38,659
                               corporation

SESAC Inc.                     trade debt        $29,168

Mackenzie Laboratories, Inc.   trade debt        $28,642

TW Telecom                     trade debt        $25,302

CDW Direct LLC                 trade debt        $24,393

Broadcast Music, Inc.          trade debt        $21,597

Installers Depot               trade debt        $19,307

Oce Imagistics International   trade debt        $19,054

MCM Wireless                   trade debt        $19,000

Bosch Security                 trade debt        $18,828
Sys/Telex Com

IWC Electric, LLC              trade debt        $18,670

Extron Electronics             trade debt        $18,463

The petition was signed by R. Dodd Haynes, chief financial
officer and treasurer.


NEW CENTER: S&P Downgrades Ratings on Asset-Backed Notes to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'A-1' and 'A-1+'
ratings on the two series of asset-backed commercial paper notes
issued by New Center Asset Trust to 'B' and removed them from
CreditWatch with negative implications.

The actions follow the lowering of the ratings on four series of
Renaissance Center Asset Trust pass-through certificates held by
NCAT and their removal from CreditWatch with negative
implications.  On Feb. 6, 2009, S&P lowered its ratings on RCAT's
series 2004-5 and 2004-6 certificates to 'BB' from 'AA' and
removed them from CreditWatch with negative implications.  On the
same date S&P also lowered its ratings on RCAT's series 2005-1 and
2005-2 certificates to 'BB-' from 'AA' and removed them from
CreditWatch with negative implications.  The ratings on these four
RCAT series are linked, respectively, to the ratings on class RN1
from SWIFT X's series 2004-A; class RN2 from SWIFT X's series
2004-A; class RN1 from SWIFT XI's series 2005-A; and class RN2
from SWIFT XI's series 2005-A, which S&P lowered and removed from
CreditWatch with negative implications on Feb. 5, 2009.

S&P's previously placed its ratings on the two series of ABCP
notes on CreditWatch with negative implications on Dec. 5, 2008,
after S&P downgraded to 'AA' from 'AAA' the four series of pass-
through certificates issued by RCAT and placed them on CreditWatch
with negative implications.

The ratings on the ABCP issued by NCAT primarily reflect liquidity
support provided by a syndicate of financial institutions and the
credit quality of each of the underlying assets.  If Standard &
Poor's lowers its ratings on any of the assets underlying NCAT's
ABCP, S&P would likely lower the ABCP rating to a level that would
be consistent with the revised rating on the underlying assets.
GMAC LLC administers NCAT.


NORTEL NETWORKS: Obtains Extension of CCAA Stay Period
------------------------------------------------------
Nortel Networks Corporation, Nortel Networks Limited and the other
Canadian subsidiaries that filed for creditor protection under the
Companies' Creditor Arrangement Act have obtained an order from
the Ontario Superior Court of Justice extending, until to May 1,
2009 of the stay of proceedings that was previously granted by the
Canadian Court.

An initial 30 day stay of proceedings was obtained on January 14,
2009.  The purpose of the stay of proceedings is to provide Nortel
with an opportunity to develop a comprehensive business and
financial restructuring plan for consideration by their creditors
and the Canadian Court.

Nortel and NNL also obtained an order from the Canadian Court
permitting the postponement of their respective annual general
meetings of shareholders beyond the statutory deadline of June 30,
2009 to a date that is within six months following the termination
of the stay period under the CCAA proceedings. The postponement
will allow Nortel's senior management to fully focus on the
preparation of Nortel's comprehensive restructuring plan and avoid
the significant costs associated with annual shareholders'
meetings during this period.

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

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Gets Continued Access to EDC Support Facility
--------------------------------------------------------------
Nortel Networks Corporation has entered into an amendment to its
agreement with Export Development Canada, initially announced on
January 14, 2009, to permit continued access by NNL to its EDC
performance-related support facility up to May 1, 2009 for up to a
maximum of US$30 million of support. The extension of the support
facility has been approved by the Canadian Court. Nortel and EDC
continue to work together to see if a longer term arrangement,
acceptable to both parties, can be reached.

As reported by the Troubled Company Reporter on January 15, 2009,
Nortel was given continued access to the EDC performance-related
support facility for an interim period of 30 days for up to a
maximum of US$30 million of support based on Nortel's currently
estimated requirements over the period.

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

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

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

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

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

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

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


OPEN ENERGY: Nov. 28 Balance Sheet Shows Strained Liquidity
-----------------------------------------------------------
Open Energy Corporation reported $22.0 million in total assets
and $20.5 million in total liabilities as of November 30, 2008.
The Company's balance sheet showed strained liquidity.  At
Nov. 30, the Company had $5.9 million in total current assets,
including $1.4 million in cash and cash equivalents to satisfy
$12.2 million in total liabilities.

The Company incurred a net loss of $19.1 million on $1.6 million
in revenues, net, for the three months ended November 30, 2008.
The losses are much higher compared to $10.3 million in net loss
for the same period in 2007.  The Company incurred $23.6 million
in net loss for the six months ended November 30, 2008, higher
compared to $19.2 million in net loss during the same period in
2007.

The Company has incurred losses since its inception totaling
approximately $111,085,000 through November 30, 2008.  As of
November 30, 2008, the Company had cash and cash equivalents of
$1,465,000, and negative working capital of $6,360,000.  During
the six months ended November 30, 2008, the Company funded its
operations from the sale of debt and equity securities and at
November 30, 2008, had no unused sources of liquidity.

On June 3 and June 10, 2008, the Company received aggregate
funding of $1,950,000 under a $3,500,000 Loan, bringing the total
amount borrowed under this loan to the full $3,500,000.  There is
no additional borrowing capacity under this loan.

On September 12, 2008, the Company entered into a definitive
securities purchase agreement with The Quercus Trust.  The
securities purchase agreement provides for the sale to Quercus of
warrants to acquire 235,000,000 shares of the Company's common
stock at a purchase price of $0.02 per warrant for total cash
proceeds of $4.2 million, the satisfaction of $300,000 of accrued
and outstanding interest on the Series B Convertible Notes held by
Quercus and a $200,000 restructuring fee for the amendment of
certain terms of the $3.5 million secured loan previously extended
to the Company by Quercus.  The warrants have a three-year term
with an initial exercise price of $0.067 per share.

On September 12, the Company entered into a forbearance and
repayment agreement with the Company's largest supplier, Suntech.
The forbearance agreement provided for a payment plan for
approximately $3 million of payables due as of the agreement date
from the Company with interest at 12% per annum.  Pursuant to the
agreement, the Company paid $1 million on September 19, 2008, and
further agreed to pay $500,000 on or prior to January 15, 2009,
and six payments of $297,558 on a monthly basis beginning on
March 15, 2009, until the entire amount is paid in full.

The Company believes that its current cash will only provide
sufficient working capital to fund its operations through March
2009.  Its current cash requirements are significant due to
existing payment obligations and the need to bring in additional
personnel to support sales efforts; research and development
expenses; and other operational expenses.  The Company expects to
continue to incur significant negative cash flow from operations
during fiscal 2009.  Thus, additional equity or debt financing
will need to be raised in the near future to implement the
Company's business strategy.

The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital or it could be
forced to cease operations.  In order to continue as a going
concern, the Company will need to secure additional financing and
ultimately to develop and grow its customer base and revenues and
achieve a profitable level of operations.  Management plans to
raise additional capital through sales of debt and equity
securities, the proceeds of which will primarily be used to
support its working capital requirements.  The financial
statements included herein do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.

Based in Solana Beach, California, Open Energy Corporation (OTC
BB: OEGY) -- http://www.openenergycorp.com -- a renewable energy
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar Milner Peterson Miranda & Williamson LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.


OPEN ENERGY: Changes Business Name to "Applied Solar"
-----------------------------------------------------
Open Energy Corporation effective January 16, 2009, changed its
name to Applied Solar, Inc.  The name change was effected through
the merger of the Company's wholly-owned subsidiary, Applied
Solar, Inc., a Nevada corporation, with and into the Company
pursuant to articles of merger.  Neither the merger nor the
amendment of the Company's articles of incorporation to change the
name required shareholder approval under applicable Nevada law.

Following the name change, on January 20, 2009, the Company
amended its articles of incorporation to increase the number of
shares of common stock the Company is authorized to issue from
1,125,000,000 to 3,000,000,000.  The Company effected the increase
by filing an amendment to its articles of incorporation with the
Nevada Secretary of State.

On January 15, 2009, the Company issued warrants to acquire a
total of 15,879,450 shares of common stock to the holders of its
Series B Convertible Notes, in lieu of the payment of cash
interest in the aggregate amount of $317,589.  These warrants were
issued at a rate of $0.02 per share, with an exercise price of
$0.067 per share.  These warrants contain a cashless exercise
feature that first applies one year after issuance if the resale
of the underlying shares is not covered by an effective
registration statement.  These warrants have a term of three years
and benefit from antidilution protection.

Based in Solana Beach, California, Open Energy Corporation (OTC
BB: OEGY) -- http://www.openenergycorp.com -- a renewable energy
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar Milner Peterson Miranda & Williamson LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.


PALM INC: Board Appoints Rajiv Dutta as Director
------------------------------------------------
As previously reported by the Troubled Company Reporter, on
January 30, 2009, Donna L. Dubinsky offered to resign from the
Board of Directors of Palm, Inc., in connection with the Company's
sale to Elevation Partners, L.P., and Elevation Employee Side
Fund, LLC of an aggregate of 100,000 detachable units for an
aggregate purchase price of $100 million.

The Board accepted Ms. Dubinsky's offer of resignation effective
as of February 2, 2009.

Effective as of February 2, 2009, the Board, including each of the
Preferred Directors, appointed Rajiv Dutta to fill the vacancy on
the Board created by Ms. Dubinsky's resignation.  Mr. Dutta
retired as the President of eBay Marketplaces and Executive Vice
President of eBay Inc. in October 2008 and as a member of the
board of directors of eBay, Inc. in July 2008.

Mr. Dutta was designated for nomination by Elevation, pursuant to
Elevation's rights under the Amended and Restated Stockholders'
Agreement, dated as of January 9, 2009, between the Company and
Elevation, and recommended for appointment by the Nominating and
Governance Committee of the Board.  Mr. Dutta will serve as a
Preferred Director.  Unless earlier terminated pursuant to the
terms of the Certificates of Designation, the Preferred Director
will serve until the next special or annual meeting of
stockholders called for the purpose of electing Preferred
Directors at which such Preferred Director is up for election or
at any special meeting of the holders of Series B and Series C
Convertible Preferred Stock for the purpose of removing the
Preferred Director.  In addition, Mr. Dutta, who qualifies as an
"audit committee financial expert", was appointed to the Audit
Committee of the Board.

As a result of Mr. Dutta's appointments to the Board and to the
Audit Committee, he has received options to acquire 28,000 shares
of the Company's common stock pursuant to the Company's 2001 Stock
Option Plan for Non-Employee Directors and 8,000 performance
shares pursuant to the Company's 1999 Stock Plan.  Each of these
awards is subject to vesting over a three-year period in equal
annual increments together with the terms of the Company's
standard option and performance share agreements for non-employee
directors, as applicable.

On February 2, 2009, the Board amended the 2001 Plan to provide
that options granted under the 2001 Plan would terminate upon the
expiration three months from a participant's termination of
service on the Board prior to age 65 for any reason other than the
participant's death or disability, unless a different period is
set forth in the participant's option agreement.

Also on February 2, 2009, with the recommendation of the
Compensation Committee of the Board and the approval of the Board,
the Company entered into an agreement with Donna L. Dubinsky to
provide that, upon the termination of Ms. Dubinsky's service on
the Board, her vested options will remain exercisable for a period
of one year following the date of the termination -- but in no
event later than the expiration of the term of the relevant
option.

                          About Palm Inc.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

                          *     *     *

The Troubled Company Reporter reported on Aug. 18, 2008, that
Moody's Investors Service downgraded Palm Inc.'s corporate family
rating and probability of default rating to B3 from B2 with a
negative ratings outlook.  Simultaneously, Moody's affirmed Palm's
speculative-grade liquidity rating of SGL-2.  This concludes the
review for possible downgrade that was initiated in March 2008
following the company's weaker than expected third quarter fiscal
2008 results.  The rating downgrade to B3 reflects Moody's
expectation of continued weakness in Palm's operating performance
and negative cash flow generation over the near term.  Moody's
notes that Palm's CFR could have been downgraded further absent
the company's high levels of domestically-held cash balance, which
could support the company's expected negative free cash flow.

The TCR reported on July 28, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Palm Inc. to 'B-'
from 'B' and removed all the ratings from CreditWatch, where they
had been placed with negative implications on March 21, 2008.  The
outlook is negative.

As of November 30, 2008, the company's balance sheet showed total
assets of $660,926,000, total liabilities of $811,503,000, Series
B redeemable convertible preferred stock of $260,496,000,
resulting in total stockholders' deficit of $411,073,000.


PRB ENERGY: Emerged From Bankruptcy on February 2
-------------------------------------------------
On February 2, 2009, the Modified Second Amended Joint Plan of
Reorganization filed by PRB Energy, Inc., and PRB Oil & Gas, Inc.,
became effective.  The United States Bankruptcy Court for the
District of Colorado entered an order confirming the Plan on
January 16, 2009.

In connection with PRB's reorganization and exit from bankruptcy,
PRB changed its corporate name to Black Raven Energy, Inc.

In connection with the consummation of the Plan, Black Raven
Energy and PRB Oil entered into a Limited Waiver, Consent, and
Modification Agreement, as of the Effective Date, with West Coast
Opportunity Fund, LLC.  Under the Modification Agreement, Black
Raven Energy and PRB Oil agreed to issue an Amended and Restated
Senior Secured Debenture, payable to WCOF, in the amount of
$18,450,000.  The Amended Debenture supersedes and amends the
senior secured debentures issued by PRB Oil to WCOF and DKR
Soundshore Oasis Holding Fund Ltd. on December 28, 2006.  Under
the Amended Debenture, $3,750,000 of the outstanding principal
balance and any unpaid accrued interest are due and payable on
December 31, 2009.  The remainder of the outstanding principal
balance of the Amended Debenture, along with any unpaid accrued
interest, are due and payable on December 31, 2010.  The Amended
Debenture bears interest at 10% per annum which is payable
quarterly.  Subject to certain conditions, the Amended Debenture
can be prepaid with a prepayment penalty of 110% of the
outstanding principal, unpaid accrued interest and late charges.
Upon the occurrence of an event of default, the Amended Debenture
may be immediately redeemed by WCOF and the interest rate
applicable to the principal amounts will be increased to 18% per
annum during the period the default exists.  Any portion of the
Amended Debenture that is redeemed by WCOF will be redeemed at a
price equal to 110% of the outstanding principal, unpaid accrued
interest and late charges.

Pursuant to the Plan and the Modification Agreement, the Amended
Debenture includes a $1.5 million exit financing facility to be
used by Black Raven Energy and PRB Oil to pay for certain
post-petition claims and administrative expenses.  The principal
amount of the Exit Financing is included in, and the repayment
terms of the Exit Financing are governed by, the Amended
Debenture.

Under the Modification Agreement, WCOF agrees to waive any
defaults that may have existed under the Original Debentures or
other applicable transaction documents prior to the Effective
Date, and to waive any default that may exist under the Original
Debentures, Amended Debenture, or other applicable transaction
documents due to the implementation of the Plan.  WCOF also agrees
to release PRB Gathering, Inc., a former subsidiary of PRB, from
certain obligations under the Original Debentures.

In connection with PRB's reorganization and emergence from
bankruptcy, all existing shares of PRB's common stock were
cancelled as of the Effective Date.  Upon the Effective Date, as
all existing compensation and benefit plans of PRB were
terminated, including PRB's 2007 Equity Incentive Plan.  As of the
Effective Date, any and all awards granted under the 2007 Plan
were terminated and will no longer be of any force or effect.

Black Raven Energy, Inc., initiated the issuance of 15 million
shares of newly created common stock of Black Raven Energy, par
value $.001, to be issued:

   (a) 13.5 million shares of Common Stock to WCOF,

   (b) 1.425 million shares of Common Stock, on a pro rata basis,
       to holders of Class A-4 Claims, and

   (c) 75,000 shares of Common Stock, on a pro rate basis, to
       holders of Class B-5 Claims.

Pursuant to the Plan, Black Raven Energy will issue warrants to
holders of Class A-4 Claims to acquire, on a pro rata basis, 1.425
million shares of Common Stock at an exercise price of $2.50 per
share.  Black Raven Energy will also issue warrants to holders of
Class B-5 Claims to acquire, on a pro rata basis, 75,000 shares of
Common Stock at an exercise price of $2.50 per share.  All of
these warrants must be exercised no later than December 31, 2013.

By acquiring 13,500,000 shares of Common Stock, WCOF owns 90% of
the outstanding Common Stock of Black Raven Energy.  Pursuant to
the Plan, Atticus Lowe, an affiliate of WCOF, will serve as an
initial member of the Board of Directors of Black Raven Energy.
The Board has not yet determined the committee or committees of
the Board, if any, on which Mr. Lowe will serve.

On the Effective Date, these persons resigned from the Board of
PRB:

   -- James P. Schadt,
   -- Paul L. Maddock, Jr.,
   -- Reuben Sandler, and
   -- Sigmund J. Rosenfeld.

Mr. Schadt served as Executive Chairman of the Board.  Messrs.
Schadt, Maddock, Sandler, and Rosenfeld did not resign from the
Board because of any disagreement with PRB's management or on any
matter relating to PRB's operations, policies or practices.

Pursuant to the Plan, William F. Hayworth and Gus J. Blass III
will remain members of the Board of Black Raven Energy.  As
required by the Plan, William F. Hayworth will remain as the
President and Chief Executive Officer of Black Raven Energy.

As of the Effective Date, the Board will initially consist of
three members.

                         About PRB Energy

Headquartered in Denver, PRB Energy, Inc. formerly PRB Gas
Transportation, Inc. -- http://www.prbenergy.com/-- operates as
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, PRB Energy provides gas gathering, processing
and compression services for properties it operates and for third-
party producers.  PRB Energy operates as two business segments
through two wholly-owned subsidiaries, PRB Oil and Gas, Inc., a
gas and oil exploitation and production company, and PRB
Gathering, Inc., a gathering and processing company, formed in
August 2006.  The company conducts its business activities in
Wyoming, Colorado and Nebraska.  The Debtor, PRB Oil & Gas, Inc.
and PRB Gathering, Inc. filed separate petitions for Chapter 11
relief on March 5, 2008 (Bankr. D. Colo. Lead Case No. 08-12658).

Faegre & Benson LLP; Donald D. Allen, Esq., Edward M. Hepenstall,
Esq., James T. Markus, Esq., Jennifer M. Salisbury, Esq., and John
F. Young, Esq., at Block, Markus & Williams LLC represent the
Debtors in their restructuring efforts.  Daniel J. Garfield, Esq.,
and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
P.C., represent the Official Committee of Unsecured Creditors as
counsel.  The Debtor listed assets of between
$50 million and $100 million and liabilities of between
$10 million and $50 million.  The Court confirmed PRB Energy,
Inc.'s Modified Second Amended Joint Plan of Reorganization on
January 16, 2009.  The Plan became effective on February 2, 2009.


PULTE HOMES: Posts $1.5 Billion Net Loss for Year Ended Dec. 31
---------------------------------------------------------------
Pulte Homes disclosed on February 4, 2009, financial results for
its fourth quarter ended December 31, 2008.  Highlights include:

   -- For the Fourth Quarter 2008, Generated 1,763 Net New Orders
      and Closed 5,474 Homes

   -- Company Ended Q4 2008 With $1.655 Billion of Cash

   -- Impairments and Land-Related Charges of $380 Million for the
      Fourth Quarter 2008

   -- Q4 2008 Net Loss of $1.33 Per Share, Inclusive of
      Impairments and Land-Related Charges

   -- Company Expects Tax Refunds of Approximately $374 Million

For the quarter, the Company reported a net loss of
$338.2 million, or $1.33 per share, compared with a $874.7 million
net loss for the prior year fourth quarter, or $3.46 per share.
The fourth quarter 2008 net loss included $380 million of pre-tax
charges related to inventory impairments and other land-related
charges.  Impairments and land-related charges for the prior year
quarter were $509 million.  Consolidated revenues for the quarter
were $1.7 billion, a decline of 43% from prior year quarter
revenues of $2.9 billion.

"The homebuilding operating environment took yet another step down
during the fourth quarter of 2008," said Richard J. Dugas, Jr.,
President and CEO of Pulte Homes.  "During the quarter, consumers
faced unprecedented levels of financial uncertainty that
dramatically impacted purchases of all large-ticket items,
especially homes. Sinking consumer confidence, excess foreclosure
inventory and continued very tight mortgage availability put
dramatic downward pressure on the homebuilding market.  These
factors, combined with an exceptionally weak economy and a surge
in unemployment across all industries left many potential home
purchasers on the sidelines to wait for a more certain view of the
future.

"Despite this strong downward market momentum, Pulte achieved its
stated cash goal as we generated significant positive cash flow
during the quarter.  We ended the year with nearly $1.7 billion in
cash, no debt outstanding under our revolving credit facility and
took further action to restructure our company overhead to better
match anticipated reduced volume for 2009.  Pulte's strong
beginning cash position, anticipated tax refunds, and expected
positive operating cash flow in 2009 leave us well positioned to
capitalize on opportunities once stability in the housing sector
begins to materialize."

                      Fourth Quarter Results

Revenues from homebuilding settlements in the fourth quarter
decreased 45% to $1.5 billion, compared with $2.8 billion in last
year's fourth quarter.  The change in revenue for the quarter
reflects a 37% decrease in closings to 5,474 homes, and a 13%
decrease in average selling price to $278,000.

Fourth quarter homebuilding pre-tax loss was $466.3 million,
compared with a $459.2 million pre-tax loss for the prior year
quarter.  Homebuilding SG&A expense totaled $205 million for the
quarter, including $15 million of severance-related charges.
During the fourth quarter of 2008, the Company recorded
$380 million of impairments and land-related charges, including
$205 million related to land impairments, $14 million associated
with the write-off of land deposits and pre-acquisition costs,
$146 million of impairments of land held for sale and $15 million
related to the Company's investment in unconsolidated joint
ventures.  For the prior year quarter, impairments and land-
related charges totaled $509 million.  In addition, goodwill
impairments of $5 million were recorded during the 2008 fourth
quarter, compared with $34 million for the prior year quarter.

Net new home orders for the fourth quarter were 1,763 homes, a
decline of 61% from the prior year fourth quarter.  Pulte Homes'
ending backlog as of December 31, 2008, was valued at $631 million
(2,174 homes), compared with a value of $2.5 billion (7,890 homes)
at the end of last year's fourth quarter.  At the end of the
fourth quarter 2008, the Company's debt-to-capitalization ratio
was 52.8%, and on a net debt-to-capitalization basis was 34.8%.

The Company's financial services operations reported pre-tax loss
of $7.9 million for the fourth quarter 2008, compared with
$10.3 million of pre-tax income for the prior year's quarter.
This fourth quarter 2008 pre-tax loss was primarily due to a 42%
decline in mortgage loans originated during the quarter compared
with the prior year quarter combined with an increase in loan loss
reserves.  The mortgage capture rate for the quarter was 92%,
compared with 91% for the same quarter last year.

                        Full Year Results

For the year ended December 31, 2008, Pulte Homes' net loss was
$1.5 billion, or $5.81 per share, compared with a $2.3 billion, or
$8.94 per share, net loss for the prior year.  Consolidated
revenues for 2008 were $6.3 billion, down 32% from $9.3 billion
for the prior year.

Revenues from homebuilding settlements for the period were
approximately $6 billion, down 33% from the prior year. Lower
revenues for the period resulted from a 12% decrease in average
selling price to $284,000, combined with a 24% decrease in the
number of homes closed to 21,022.

Homebuilding pre-tax loss for 2008 was $1.7 billion, compared with
a $2.5 billion pre-tax loss for the prior year. Homebuilding SG&A
expense decreased $284 million, or 27%, compared with last year.
During 2008, the Company recorded $1.5 billion of impairments and
land-related charges, including $1.2 billion related to land
impairments, $33 million associated with the write-off of land
deposits and pre-acquisition costs, $271 million of impairments of
land held for sale, and $18 million related to the Company's
investment in unconsolidated joint ventures.  For 2007, these
impairments and land-related charges totaled $2.2 billion.
Homebuilding pre-tax loss for the year also includes goodwill
impairments of $5 million compared with $370 million in the prior
year.

Pulte's financial services operations reported pre-tax income of
$28 million in 2008 compared with $43 million in the prior year.
The 35% decrease in mortgage loans originated during the year was
the primary cause for this decrease, partially offset by a
positive shift in the mix of mortgage loans toward more profitable
agency-backed products.

As of December 31, 2008, the company's balance sheet showed total
assets of $7,708,458,000, total liabilities of $4,872,760,000 and
total shareholders' equity of $2,835,698,000.

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

               http://researcharchives.com/t/s?395c

                     Vincent Frees to Retire

On February 9, 2009, Vincent J. Frees, Vice President and
Controller and the principal accounting officer of Pulte Homes,
Inc. said that he will retire from the company, effective March 2,
2009.

                        About Pulte Homes

Based in Bloomfield Hills, Michigan, Pulte Homes Inc. (NYSE: PHM)
-- http://www.pulte.com/-- is one of America's home building
companies with operations in 50 markets and 26 states.  During its
58-year history, the company has delivered more than 500,000 new
homes. Pulte Mortgage LLC is also a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Pulte Homes, Inc.'s Issuer Default
Rating and outstanding debt ratings: (i) IDR to 'BB+' from 'BBB-';
(ii) senior unsecured to 'BB+' from 'BBB-'; and (iii) unsecured
bank credit facility to 'BB+' from 'BBB-'.


PWJ HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: PWJ Holdings, LLC
        2989 West Maple Loop, Suite 110
        Lehi, UT 84043

Bankruptcy Case No.: 09-21044

Chapter 11 Petition Date: February 10, 2009

Court: District of Utah (Salt Lake City)

Debtor's Counsel: David E. Hardy, Esq.
                  5532 Lillehammer Lane, Suite 300
                  Park City, UT 84098
                  Tel: (801) 879-2999
                  Fax: (435) 655-7988

Estimated Assets: $100 million to $500 million

Estimated Debts: $10 million to $50 million

The Debtor does not have creditors who are insider.

The petition was signed by Nathan Welch, manager.


RH DONNELLEY: Moody's Slashes to Caa1, Says Bankruptcy A Solution
-----------------------------------------------------------------
Moody's Investors Service has downgraded R.H. Donnelley's
Corporate Family Rating to Caa1 and its Probability of Default
Rating to Caa2, prompted by concerns that the company may
determine that a complete debt restructuring represents the best
alternative of addressing its currently challenged capital
structure.

The downgrade of the PDR to Caa2, in particular, reflects Moody's
concern that a pre-packaged bankruptcy, distressed exchange and/or
other restructuring measures likely represent the optimal solution
to re-align the company's over-leveraged balance sheet, and that
market conditions may now be ripe for the same.  Moody's had
previously considered it likely that the company would continue
(but likely substantially expand) the scope of its recent debt
repurchase activities to effect a reduced debt profile and
improved credit metrics.  A pre-emptive restructuring now seems to
be a more viable alternative given current market conditions,
which are expected to facilitate a more expedient solution to
alleviate the company's financial strain.

Whereas the former B2 CFR was based on Moody's fundamental
assessment of the company continuing its operations as a going
concern, the downgrade to Caa1 similarly reflects the
aforementioned shift in expectations towards a more comprehensive
restructuring, rather than merely opportunistic debt repurchases.
Moreover, the downgrade also reflects Moody's expectation that
Donnelley may experience near-term advertising sales declines at
levels far worse than previously contemplated, materially
curtailing the company's free cash flow generating ability and
exacerbating liquidity pressure posed by its 2010 scheduled debt
maturities.

The ratings continue to broadly reflect R.H. Donnelley's
persistently high leverage, its vulnerability to weakened market
conditions facing the directory publishing business, the
increasing threat posed by competing directory publishers and web-
based directory service providers in virtually all of its markets,
the lack of equity support provided to debtholders (following a
substantial decline in the market value of the company's equity),
and the dependence of the holding companies (R. H. Donnelley
Corporation and Dex Media, Inc.) upon the receipt of continued
covenant-compliant restricted payments from the three major
operating companies in order to service their obligations.
Ratings continue to garner support, nonetheless, from R.H.
Donnelley's large scale, as well as the strong market positions
conferred by its exclusive publishing agreements with Embarq
Corporation, Qwest Communications, and AT&T Inc. as the "official"
yellow pages directory within a number of its incumbent markets.
In addition, ratings reflect the company's diversified customer
and geographic market base, and the still relatively healthy free-
cash-flow generating ability of its properties.

The downgrade of the liquidity rating to SGL-3 incorporates the
near-term pressure presented by tightening financial maintenance
covenants of R.H. Donnelley Inc. and Dex Media West
(notwithstanding covenant relaxation received in connection with
the May 2008 amendment).  In this respect, Moody's note that
Moody's estimate of covenant compliance recognizes contractual,
but not elective reductions of debt according to its SGL
methodology.  In addition, R.H. Donnelley faces a substantial
funding gap posed by a sizeable step-up in the level of R.H.
Donnelley Inc.'s requisite term loan amortization payments to more
than $250 million per quarter starting in Q1 2010, which is
further exacerbated by the August 2010 maturity of approximately
$385 million of maturing Dex West notes.

The continuing negative rating outlook underscores Moody's concern
that, over the intermediate term, R.H. Donnelley will likely
experience substantially higher levels of customer payment
delinquencies and non-renewals as recessionary conditions take a
tighter grip on all of its markets, especially those in Florida,
Arizona and Nevada.

Of note, the standalone financial metrics of Dex Media East, Dex
Media West and R.H. Donnelley Inc. are materially stronger than
those of the consolidated entity.  At the end of September 2008,
these companies reported debt-to-EBITDA leverage multiples of
3.2x, 4.3x and 3.9x, respectively, and interest coverage of 4.9x,
3.0x and 3.3x, respectively.  While Dex Media East faces no
unmanageable debt maturities until 2014, Dex Media West 's
$385 million notes mature in August 2010, and as previously noted
R.H. Donnelley Inc.'s scheduled term loan payments step up to
$209 million per quarter starting at the end of March 2010.
Moody's considers that both Dex Media West and R.H. Donnelley Inc.
will be challenged to meet these repayment obligations, absent an
amendment.  In the event of a complete restructuring of the
consolidated entities, Moody's will consider assigning CFRs to
each of these three companies to reflect their businesses on a
standalone basis.  Moody's considers that each of the operating
companies currently represents an acceptable level of refinancing
risk; however, lenders are likely to accommodate such refinancing
only in exchange for more stringent terms and at a significantly
higher cost.

In the event of a restructuring, Moody's consider that holders of
R.H. Donnelly Corporation and Dex Media Inc. notes would likely
expect to receive little-to-no recovery; however, Moody's expect
that creditors of R.H. Donnelly Inc., Dex Media East and Dex Media
West will face substantially lower prospects of impairment.

Details of the rating actions are:

Ratings downgraded:

R. H. Donnelley Corporation

  * Corporate Family rating - to Caa1 from B2

  * PDR - to Caa2 from B2

  * Speculative Grade Liquidity rating - to SGL-3 from SGL-2

  * 6.875% senior notes due 2013 - to Caa3, LGD5, 70% from Caa1,
    LGD5, 87%

  * 6.875% Series A-1 senior discount notes due 2013 - to Caa3,
    LGD5, 70% from Caa1, LGD5, 87%

  * 6.875% Series A-2 senior discount notes due 2013 - to Caa3,
    LGD5, 70% from Caa1, LGD5, 87%

  * 8.875% Series A-3 senior notes due 2016 - to Caa3, LGD5, 70%
    from Caa1, LGD5, 87%

  * 8.875% series A-4 senior notes due 2017 - to Caa3, LGD5, 70%
    from Caa1, LGD5, 87%

R.H. Donnelley Inc.

  * Senior secured revolving credit facility due 2009/2011- to
    B1, LGD1, 7% from Ba2, LGD2, 15%

  * Senior secured term loan D due 2011- to B1, LGD1, 7% from
    Ba2, LGD2, 15%

  * 11.75% senior unsecured notes due 2015 -- to B3, LGD2, 24%
    from B1, LGD3, 43%

Dex Media East LLC

  * Senior secured revolving credit facility due 2013 - to B1,
    LGD1, 7% from Ba2, LGD2, 15%

  * Senior secured term loan A due 2013 - to B1, LGD1, 7% from
    Ba2, LGD2, 15%

  * Senior secured term loan B due 2014 - to B1, LGD1, 7% from
    Ba2, LGD2, 15%

Dex Media West LLC

  * Senior secured revolving credit facility due 2013 - to B1,
    LGD1, 7% from Ba2, LGD2, 15%

  * Senior secured term loan A due 2013 - to B1, LGD1, 7% from
    Ba2, LGD2, 15%

  * Senior secured term loan B due 2014 - to B1, LGD1, 7% from
    Ba2, LGD2, 15%

  * 9.875% senior subordinated notes due 2013 - to Caa1, LGD3,
    33% from B2, LGD4, 54%

  * 5.875% senior unsecured notes due 2011 -- to B3, LGD2, 24%
    from B1, LGD3, 43%

  * 8.5% senior unsecured notes due 2010 -- to B3, LGD2, 24% from
    B1, LGD3, 43%

Dex Media Inc.

  * 8% senior unsecured global notes due 2013 - to Caa2, LGD3,
    44% from B3, LGD4, 66%

  * 9% senior discount global notes due 2013 - to Caa2, LGD3, 44%
    from B3, LGD4, 66%

The rating outlook remains negative.

The last rating action occurred on November 13, 2008, when Moody's
downgraded R.H. Donnelley's CFR to B2.

R.H. Donnelley'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 the competitive position of the
company versus others in its industry, ii) the capital structure
and the 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 of risk.  These attributes were compared against other
issuers both within and outside of R.H. Donnelley's core industry
and R.H. Donnelley's ratings are believed to be comparable to
those of other issuers of similar credit risk.

Headquartered in Cary, North Carolina, R. H. Donnelley is one of
the largest U.S. yellow page directory publishing companies.  The
company reported revenues of approximately $2.7 billion for the
LTM period ended September 30, 2008.


RVI GUARANTY: Fitch Downgrades Insurer Strength Rating to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength
ratings of R.V.I. Guaranty Co., Ltd., and its insurance
subsidiaries, R.V.I. America Insurance Co. and R.V.I. National
Insurance Co. to 'BB' from 'A-', and removed them from Rating
Watch Negative.  The Rating Outlook is Evolving.

The ratings were placed on Rating Watch Negative on Aug. 11, 2008,
to reflect the potential for additional losses within RVI's
insured asset portfolio in which the company provides residual
value insurance protection.  The rating action follows Fitch's
review of RVI's portfolio and reflects Fitch's belief that when
viewed in the context of the current economic climate, the risk
profile of the portfolio is substantially greater than that for an
investment grade rating.  In particular, Fitch is concerned about
the potential for significant performance volatility in RVI's
financial guaranty reinsurance business, in which the company
assumed a limited number of large concentrations in individual
exposures of originally 'AAA' rated corporate collateralized debt
obligations.  The concentrated and leveraged nature of these
exposures is large relative to RVI's capital.

The rating action also reflects additional losses within RVI's
insured passenger vehicles portfolio as used car values continued
to decline in 2008 to record levels.  Positively, RVI reached
negotiated settlements on a significant portion of these claims in
the fourth quarter of 2008.  While Fitch views these settlements
favorably in reducing future uncertainty, the additional losses
that had been developing on these exposures, in light of sharp
declines in used car values as recessionary conditions worsened,
were much greater than Fitch anticipated at the prior rating
level.

In addition, the rating action reflects what Fitch views as
declines in RVI's franchise value, albeit with a lower risk
underwriting profile going forward.  The overall weak and
deteriorating economic conditions have reduced demand for the
purchase/leasing of both new and used assets, which in Fitch's
view could result in reduced new business volume for RVI going
forward.  Also, following the losses suffered in 2008, the company
has scaled back passenger vehicle business, historically RVI's
largest segment of insurance in force, opting to only provide low-
risk FASB levels of coverage going forward.

While this will reduce overall underwriting risk and puts less
strain on RVI's capitalization, it will also increase client
concentration risk and further reduce the diversification of RVI's
insured portfolio.  The commercial equipment segment will be the
only remaining sizable asset class, with a reduced focus on
passenger vehicles following extensive losses in 2003/2004 and
2008 and the company exiting the commercial real estate segment
late in 2006 due to reduced opportunities in a soft market
environment.  Fitch views the resulting increased concentration
risk in RVI's business model as negative from a ratings
perspective.  The Evolving Rating Outlook reflects uncertainty
with respect to the direction of future changes in RVI's risk
profile and business position.  To the extent that the company is
able to remove the above noted financial guaranty reinsurance
risk, the ratings could be upgraded.  Fitch would also view
favorably an improvement in the quality of RVI's capital, such as
through converting its soft capital facility into hard capital.
Conversely, if the company suffers additional significant losses,
the ratings could be lowered further.

Fitch has downgraded and removed from Rating Watch Negative these:

R.V.I. Guaranty Co., Ltd.

  -- IFS to 'BB' from 'A-'.

R.V.I. America Insurance Company

  -- IFS to 'BB' from 'A-'.

R.V.I. National Insurance Company

  -- IFS to 'BB' from 'A-'.

The Rating Outlook is Evolving


S&K FAMOUS BRANDS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
S&K Famous Brands, Inc., has filed a voluntary petition for
reorganization relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Easter District of Virginia.

The Company intends to continue operations without interruption
during the Chapter 11 process, while its management team and
advisors focus on executing the comprehensive restructuring plan
announced in July 2008.

Last year, the company closed 78 stores. The bankruptcy
papers don't indicate the remaining stores will be liquidated,
notes Bloomberg's Bill Rochelle.

To fund its continuing operations during the reorganization
process, the Company has negotiated $13.0 million debtor-in-
possession (DIP) financing from Wells Fargo Retail Finance.  The
company will use the DIP credit facility to fund its working
capital requirements, including employee wages and benefits, post-
petition vendor payments, and other operating expenses during the
reorganization process.

S&K President and CEO Joseph A. Oliver, III, said, "Our first
priority is to reduce debt and recapitalize the Company as quickly
as possible.  We have already taken our restructuring pain and
implemented the actions needed to fix our company, including
consolidating our store base, reducing our operating costs and
introducing the merchandise that is attracting a new generation of
happy S & K shoppers.  We will continue to do what it takes to
reduce operating costs and improve our operations.  Our goal is
for this process to be the final step towards building a specialty
retail chain that can prosper in the future.  We ran positive
comparable store sales and strong traffic increases this past
holiday season, which gives us confidence about the tough choices
we have made.  I appreciate all the support from our vendors,
landlords, customers and associates."

Glen Allen, Virginia-based S & K Famous Brands, Inc. --
http://www.skmenswear.com-- is a menswear retailer operating 136
stores in 23 States; reaching from the East Coast to Kansas and
from Maine to Florida.  S & K offers a complete line of men's
tailored and non-tailored collections at competitive value prices.
Over the last year, S & K has expanded its offerings to include a
much broader mix of sportswear, jeans and dress-casual shirts and
has introduced new designer collections from Kenneth Cole, Michael
Kors, Michael Brandon, and others.  Additionally, the company's
tuxedo rental, corporate apparel and e-commerce divisions continue
to grow rapidly.

S&K filed for Chapter 11 bankruptcy petition on February 9, 2009
(Bankr. E.D. Va. Case No. 09-30805).  The Company works with
strategic advisor Alvarez & Marsal LLC, a global performance
improvement and turnaround consulting firm, to assist the
management team on a restructuring plan that has been underway
since July 2008.  The Company's restructuring counsel is Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC, its corporate counsel is McGuire Woods LLP, and its claims
agent is Kurtzman Carson Consultants.  Wells Fargo Retail Finance
LLC is the company's administrative and collateral agent.  The
Company listed $41,440,100 in assets and $35,499,00 in debts.


SBARRO INC: Provides Preliminary 4th Qrtr. & Fiscal 2008 Results
----------------------------------------------------------------
Sbarro, Inc, disclosed in a regulatory filing dated February 6,
2009, that it expects to report revenues of approximately
$98.7 million for the quarter ended December 28, 2008 as compared
to $104.7 million for the quarter ended December 30, 2007.  "The
decrease in revenues was primarily due to a decline in comparable
unit sales in our company owned stores partially offset by sales
from new store openings," Dan Montgomery, vice president and chief
financial officer, said.

The Company expects to report a decline of approximately 6.9% in
comparable unit sales for company owned stores in the quarter
ended December 28, 2008, as compared to the fourth quarter of last
year.  In the quarter ended December 30, 2007, the year-over-year
decline in comparable unit sales was 1.8%.  The weaker performance
in the fourth quarter of 2008 primarily reflects reduced mall
traffic throughout the United States as a result of the current
economic environment.

According to Mr. Montgomery, "EBITDA, as calculated in accordance
with the terms of our bank credit agreement, is expected to be
approximately $17.1 million for the quarter ended December 28,
2008 as compared to $23.9 million for the quarter ended
December 30, 2007.  The decline in EBITDA was primarily due to the
decline in comparable unit sales in our company owned stores and
increased product costs."

"In the fourth quarter of 2008, prices for our key commodities,
such as cheese and flour, began to stabilize.  As a result,
commodity costs in the fourth quarter of 2008 were not as
significant a contributor to the lower level of profitability as
they had been in the previous three quarters.  In the early part
of 2009, the price we pay for cheese, flour and related items have
dropped significantly as compared to the prices we paid throughout
2008 and in some cases have returned to more historical price
levels."

During the fourth quarter of 2008, the Company drew down
approximately $20 million under its revolving credit facility and,
given existing letter of credit commitments, has remaining
availability of approximately $1 million.  The Company estimates
that it had total cash and cash equivalents on hand of
approximately $38.3 million as of December 28, 2008.  On
February 2, 2009, the Company made its scheduled semi-annual
interest payment on its Senior Notes due 2015.

      Selected Preliminary Fiscal 2008 Results of Operations

The Company has reported operating results and its financial
position for all periods presented as of and prior to January 30,
2007 -- prior to completion of a change in control of the Company
pursuant to a merger -- as a predecessor period of the Company and
for all periods from and after January 31, 2007, the date of the
merger, as successor periods of the Company.  The Company's
operating results for the fiscal year ended December 30, 2007 are
presented as the "combined" results of the predecessor and
successor periods of the Company.  The presentation of "combined"
results is not consistent with the requirements of GAAP; however,
the Company's management believes that it is a meaningful way to
present the results of operations for the fiscal year ended
December 30, 2007.

The Company expects to report revenues of approximately
$359.2 million for the fiscal year ended December 28, 2008, as
compared to $358.8 million for the combined fiscal year ended
December 30, 2007.  "The increase in revenues was driven primarily
by new company owned stores and royalties on new franchised
restaurants opened in 2007 and 2008, offset by a decline in
company owned comparable unit sales and reduced royalties due to
the decline in domestic franchise comparable unit sales," Mr.
Montgomery said.

For the fiscal year ended December 28, 2008, the Company expects
to report a decline of approximately 2.2% in comparable unit sales
for company owned stores, as compared to the prior fiscal year.
In the combined fiscal year ended December 30, 2007, the year-
over-year increase in comparable unit sales was 1.5%.

"EBITDA, as calculated in accordance with the terms of our bank
credit agreement, is expected to be approximately $43.7 million
for the fiscal year ended December 28, 2008 as compared to
$58.2 million for the combined fiscal year ended December 30,
2007.  The decline in EBITDA was primarily due to the decline in
comparable unit sales in our company owned stores as well as our
domestic franchise restaurants and increased product costs," Mr.
Montgomery added.

                     Discussions with Lenders
              Regarding Amendment to Credit Facility

Based on preliminary financial results for the quarter and year
ended December 28, 2008, the Company anticipates that when it
delivers its audited financial information for the fiscal year
ended December 28, 2008, to its agent bank in April 2009, in
accordance with the requirements of its bank credit agreement, it
will not be in compliance with certain financial covenants under
that agreement, which would constitute a default (with effect from
December 28, 2008) under that agreement.  In view of this
expectation, the Company has started discussions with its agent
bank regarding amendments to certain provisions of its bank credit
agreement.  There can be no assurance that the Company will be
able to negotiate any amendment on terms acceptable to the Company
or at all.  The failure to negotiate an amendment or alternatively
to obtain a waiver from its agent bank for any covenant non-
compliance could have a material and adverse effect on the
Company.

A full-text copy of the company's Selected Preliminary Fourth
Quarter and Fiscal 2008 Results of Operations and Business Update
dated as of February 5, 2009, is available for free at:

               http://researcharchives.com/t/s?3961

Based in Melville, New York, Sbarro Inc. -- http://www.sbarro.com/
-- operates Italian quick-service restaurants.  Sbarro has 1,075
restaurants in 43 countries.  Sbarro restaurants feature a menu of
popular Italian food, including pizza, a selection of pasta dishes
and other hot and cold Italian entrees, salads, sandwiches, drinks
and desserts.

Entities controlled by MidOcean Partners III, LP, a private equity
firm, and certain of its affiliates acquired the Company, pursuant
to an agreement and plan of merger on January 31, 2007.  MidOcean
SBR Acquisition Corp., a wholly-owned subsidiary of Sbarro
Holdings, LLC, merged with and into the Company, with the Company
surviving the Merger.  Sbarro Holdings, LLC is a wholly-owned
subsidiary of MidOcean SBR Holdings, LLC.  Sbarro Holdings, LLC
owns 100% of the Company's outstanding common stock and Holdings
owns 100% of the limited liability company interests of Sbarro
Holdings, LLC.

MidOcean owns approximately 74% of Holdings and thus acquired
control of the Company in the Merger.  Certain of the Company's
senior managers acquired approximately 5% of the outstanding
equity of Holdings in connection with the Merger, with the balance
of the equity of Holdings being owned by other investors.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 3, 2009,
Standard & Poor's Ratings Services cut its corporate credit rating
on Sbarro to 'CC' from 'CCC'.  The outlook is negative.  S&P also
lowered the ratings on the company's $25 million revolving
facility and $183 million first-lien term loan to 'CC' from 'CCC'.
The downgrade reflects S&P's belief that negative operating trends
will continue to erode Sbarro's liquidity, thereby limiting the
company's capability to service its debt, said Standard & Poor's
credit analyst Mariola Borysiak.

In January, Moody's Investors Service downgraded the probability
of default rating as well as the corporate family rating of Sbarro
to Caa2 from Caa1. Moody's also lowered the company's speculative
grade liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  Moody's said the ratings downgrade reflects Sbarro's
weaker than expected operating performance which continues to
pressure margins and cash flows.  The downgrade also reflects
Moody's view that -- given the company's weak operating
performance -- Sbarro may have difficulty meeting financial
covenants in its bank credit facility, which tighten over the next
several quarters.


SEMGROUP LP: Wants Feb. 23 Auction or Wind Down for Asphalt Biz
---------------------------------------------------------------
SemGroup, L.P.'s debtor affiliate SemMaterials, L.P. seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to approve (i) a Feb. 23 auction and sale of all or
substantially all of its assets; or in the alternative, (ii) a
winding-down of SemMaterials and the rejection of a terminalling
agreement with non-debtor affiliate SemGroup Energy Partners, L.P.

SemMaterials is primarily engaged in the business of purchasing,
producing, storing, and distributing liquid asphalt cement
products, emulsions, and residual fuel throughout the United
States, as well as research and development.  The
SemMaterials Business employs approximately 560 individuals.

On January 14, 2008, SemMaterials entered into a purchase and sale
agreement with SemGroup Energy Partners, L.P., pursuant to which
SemMaterials sold certain domestically owned liquid asphalt
cement assets with a net book value of approximately $145 million
for a purchase price of approximately $378.8 million. The sale
closed on February 20, 2008.  In connection with the Asphalt
Purchase Agreement, SemMaterials and SGLP also entered into a
terminalling and storage agreement.  Under the Terminalling
Agreement, SGLP provides SemMaterials storage and terminalling
services that are subject to minimum monthly volume requirements,
regardless of the volume actually used by SemMaterials in a given
month. Based on these throughput and storage requirements,
SemMaterials is obligated to pay SGLP approximately $5 million per
month.

Furthermore, the agreements and the sale of assets to the SGLP
have created a complex relationship between SGLP and SemMaterials
where physical assets are inextricably intertwined and a multitude
of employees regularly split duties between both entities. This
has created a further challenge for the marketing process.

SemMaterials' Business relies in great part on the ability to
purchase liquid asphalt product at reduced prices and store it
during the winter seasons, when there is limited road construction
activity, and later selling the stored product for a higher price
during the summer months, as construction activity and demand for
the liquid asphalt product increases.  SemMaterial's Business is
faced with a number of material obstacles: (i) the fact that the
Business has been substantially curtailed since the commencement
of the bankruptcy case; (ii) substantial working capital
requirements to fund seasonal inventory purchases; (iii) high
fixed costs, including $5 million in monthly payments under the
Terminalling Agreement, which result in total monthly "hold costs"
for the Debtors of approximately $15 million; and (iv) a highly
seasonal business in which expected cash expenditures exceed
expected cash revenue during a number of months of each year. In
addition, since the commencement of the chapter 11 cases,
SemMaterials has been unable to obtain financing that would allow
it purchase inventory for its seasonal build in accordance with
normal industry practices.  In light of the foregoing, and the
financial burden imposed on the Debtors' estates by the Business,
Debtors, in consultation with their professionals, do not believe
that continuing to own the Business is in the best interests of
the Debtors' estates.

       Cost of Terminalling Agreement Scares Away Buyers

Since the commencement of their chapter 11 cases, the Debtors, in
consultation with their professionals, have diligently evaluated
restructuring and cost-cutting measures designed to maximize the
value of SemMaterials, including engaging in good faith
discussions with SGLP to amend the terms of the Terminalling
Agreement.  In addition, the Debtors have had discussions with
SGLP about jointly marketing the asphalt assets.  In addition,
SemMaterials has been selling existing inventory to meet sales
commitments and, to date, has generated approximately $275 million
from the sale of its working capital.

Unable to reach any agreement with SGLP, on August 26, 2008,
Blackstone Advisory Services L.P. began contacting potential
buyers and began to market the Business.  Blackstone directly
contacted over 130 parties to promote interest in the
SemMaterials sale process.  Seventy-five interested parties
received a comprehensive confidential information memorandum which
outlined the SemMaterials business divisions, the asphalt industry
dynamics and detailed financial projections.  On October 6, 2008,
Blackstone received six first-round, qualified bids for the
Business and these parties were provided access to an electronic
data room to conduct comprehensive due diligence on the Business.
Following management presentations all but one potential buyer
withdrew from the marking process for, among other things, the
following reasons:

   (i) the high fixed costs associated with the Terminalling
       Agreement's lease payment obligations;

  (ii) the Business's working capital needs and the seasonal
       nature of its cash flow; and

(iii) the impact on the Business from the failure to secure
       asphalt ahead of the 2009 season.

One potential buyer who has negotiated a modified Terminalling
Agreement continues to remain in the process.  However, given the
current financing environment, it remains unclear whether that
party will be able to successfully obtain the financing required
the complete the purchase.

Despite their best efforts, at this time, the Debtors do not have
a stalking horse.  Further, and given that the carrying costs of
the Terminalling Agreement and the operating cash burn are
approximately $5 million and $10 million per month respectively,
the Debtors have determined, in their business judgment, the need
to either sell the Business in the near term to avoid a further
cash drain or, if the auction process is unsuccessful, reject the
Terminalling Agreement and liquidate the Business.

                        February 23 Auction

The Debtors ask the Court to approve these Bid Procedures:

  -- Deadline to submit bids will be on Feb. 18, 2009.

  -- Qualified bidders will be identified by Feb. 20, 2009.

  -- An auction will be conducted at the offices of Weil, Gotshal
     & Manges LLP, on Feb. 23, if one or more qualifying bids are
     received.

  -- Within two days after the adjournment of the auction, the
     Debtors in consultation with their creditors committee and
     agent to their lenders will make a determination whether to
     accept or reject the successful bid at the auction.

  -- The Debtors will seek the Court's approval of the successful
     bid at a sale hearing on Feb. 26.

If the Auction does not result in a transaction the Debtors
believe they should consummate, they will ask the Court to approve
the rejection of the Terminalling Agreement and wind down of the
Business. The Debtors do not believe that it would be a proper
exercise of their business judgment to continue to support the
Business given the significant challenges.

Bloomberg's Bill Rochelle notes that SemGroup sought approval of
the sale or winding down of SemMaterials without gaining
authorization from the management committee now controlled by New
York supermarket owner John A. Catsimatidis.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SIMMONS COMPANY: Gets Forbearance Until March 31 for $200M Notes
----------------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company and a
leading manufacturer of premium-branded bedding products,
disclosed on February 5, 2009, that the ad hoc committee of
holders of its $200 million 7.785% senior subordinated notes,
which represents 60% of the Notes, has approved a forbearance
agreement with the Company through March 31, 2009.  The committee
is pursuing approval from additional Note holders to make the
forbearance agreement effective.

"We appreciate the confidence that the ad hoc committee for the
Notes has shown by approving the forbearance agreement and we look
forward to finalizing the restructuring in a timely manner," said
Stephen G. Fendrich, Simmons Bedding's President and Chief
Operating Officer.

"Simmons continues to make progress working with its various
financial stakeholders to design and implement a balance sheet
restructuring," continued Mr. Fendrich.  "We have the support of
our vendors and we continue to provide our customers with the same
level of quality and service that they have come to expect from
us."

Simmons Bedding Company reached an agreement with its senior bank
lenders in December 2008 to extend their forbearance period to
March 31, 2009.  The forbearance period is intended to provide the
Company with sufficient time to reduce the leverage on its balance
sheet through an organized financial restructuring.

The ad hoc committee's legal counsel is Brian Hermann of Paul,
Weiss, Rifkind, Wharton & Garrison LLP and The Blackstone Group is
the committee's financial advisor.  Weil, Gotshal & Manges LLP and
Miller Buckfire & Co., LLC are advising Simmons.

A full-text copy of the Forbearance Agreement is available for
free at: http://researcharchives.com/t/s?395d

                      About Simmons Company

Headquartered in Atlanta, Georgia, Simmons Company --
http://www.simmons.com/-- is a mattress manufacturer and marketer
of a range of products through its indirect subsidiary Simmons
Bedding Company.  Products includes Beautyrest(R), Beautyrest
Black(TM), ComforPedic by Simmons(TM), Natural Care(TM),
BackCare(R), Beautyrest Beginnings(TM) and Deep Sleep(R).  Simmons
Bedding Company operates 21 conventional bedding manufacturing
facilities and two juvenile bedding manufacturing facilities
across the United States, Canada and Puerto Rico.  Simmons also
serves as a key supplier of bedding to hotel groups and resort
properties.

The Troubled Company Reporter reported on January 23, 2009, that
Standard & Poor' Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Simmons Co. to
'SD' from 'CCC'.  S&P also lowered the ratings on wholly-owned
subsidiary Simmons Bedding Co.'s 7.875% subordinated notes due
2014 to 'D' from 'CCC'.  The recovery rating for these notes
remains '3'.  In addition, S&P lowered the ratings on Simmons
Bedding's senior secured bank facility to 'CC' from 'B-', and the
recovery rating remains a '1'.  Standard & Poor's also lowered the
ratings for both Simmons Co.'s unsecured notes and holding company
Simmons Holdco Inc.'s unsecured notes to 'C' from 'CC'.  The
recovery ratings for these remain a '6'.  S&P also removed the
ratings from CreditWatch with developing implications, where S&P
originally placed them with negative implications on Aug. 12,
2008, following the company's drawdown of its revolving credit
facility.  S&P subsequently lowered the ratings to the current
levels following two separate rating actions on Oct. 22, 2008 and
Nov. 14, 2008.  On the latter date, S&P revised the CreditWatch
listing to developing from negative.

As of Sept. 27, 2008, Simmons Co. had close to $1.3 billion in
total debt, including debt at Simmons Holdco.


SMITTY'S BUILDING: Wants March 30 as General Claims Bar Date
------------------------------------------------------------
Smitty's Building Supply Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Virginia to
approve the form of notice of the claims bar date and establish
bar dates for creditors to file proofs of claim as:

   -- establishing a claims bar date for all claims that arose
      prior to the commencement date against any of the Debtors
      to require creditors holding a general claim to file a
      proof of claim no later than March 30, 2009;

   -- establishing a claims bar date for all holders of general
      claim that are served with notice that the Debtors amended
      their schedules of assets and liabilities reducing,
      deleting or changing the status of a general claim in the
      schedules of thirty days after service of the amendment
      notice;

   -- establishing a bar date for creditors holding claims
      pursuant to the Debtors' rejection of a contract or lease
      after entry of an order authorizing rejection to require
      creditors holding the rejected claims to file proofs of
      claim by the later of the general  claims bar date or
      thirty days after the effective date of rejection; and

   -- establishing a claims bar date for governmental units of
      July 6, 2009.

The Debtors relate that to implement the plan and the disclosure
statement process, it is imperative that the Debtors have
determined the scope of claims in the case.

Creditors will not be prejudiced by a general claims bar date of
March 30, 2009.  Creditors were provided with notice of the
bankruptcy and meeting of creditors on Jan. 9, 2009, well as an
amended notice on Feb. 4, 2009.  The Debtors proposed general
claims bar date is well over two months after the original notice
of bankruptcy was mailed to creditors and will be over one months
after the Debtors are required to file their schedules and
statements of financial affairs, giving creditors ample time to
review them and determine whether they need to file a proof of
claim.

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The Company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


SMITTY'S BUILDING: Section 341(a) Meeting Set for February 25
-------------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
creditors of Smitty's Building Supply Inc. and its debtor-
affiliates on Feb. 25, 2009, at 3:00 p.m., at 115 South Union
Street, Suite 210, Room 206 in Alexandria, Virginia.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The Company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


SMITTY'S BUILDING: US Trustee Forms Seven-Member Creditors Panel
----------------------------------------------------------------
The United States Trustee for Region 4 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors of
Smitty's Building Supply Inc. and its debtor-affiliates.

The members of the Committee are:

   1) Lightstyles, LTD
      Robert L. Slagle, President
      rslagle@lightstyles.com
      1261 Claremont Rd
      Carlisle, PA 17015
      Tel: (717) 241-6442
      Fax: (717) 241-6772

   2) Snavely Forest Products
      ssimpson@sfpusa.com
      1251 New Windsor Road
      Westminister, MD 21158
      Sharon S. Simpson, Credit Manager
      Tel: (410) 848-1300 x 200
      Fax: (410) 857-6134 fax

   3) Jefferson Homebuilders, Inc.
      joe_daniel@culpeperwood.com
      fka Culpeper Wood Preservers
      Joseph R. Daniel, President
      P.O. Box 1148
      Culpeper, VA 22701
      Tel: (540) 825-5200
      Fax: (540) 825-9162 fax

   4) Atlantic Forest Products
      johnson@atlanticforest.com
      240 West Dickinson St.
      Baltimore, MD 21230
      Russell W. Johnson, President
      Tel: (410) 752-8092
      Fax: (410) 539-2494

   5) Madison Wood Preservers, Inc.
      jtdlaw@verizon.net
      c/o John T. Donelan, Esq.
      125 S. Royal Street
      Alexandria, VA 22314
      Tel: (703) 684-7555
      Fax: (703) 684-0981

   6) Rocco Building Supplies, LLC
      afcanada@roccobuilding.com
      A. Fontaine Canada, President
      P.O. Box 1860
      Harrisonburg, VA 22801
      Tel: (540) 437-4852
      Fax: (540) 434-4593

   7) BWI of PA
      jcortese@bwimillwork.com
      Jack Cortese, President
      210 Industrial Parkway
      Branchburg, NJ 08876
      Tel: (908) 526-7555
      Fax: (908) 526-5450 fax

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.

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The Company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


SMITTY'S BUILDING: Gets Final Approval to Access BoA DIP Facility
-----------------------------------------------------------------
Sephen S. Mitchell of the United States Bankruptcy Court for the
District of Delaware authorized Smitty's Building Supply Inc. and
its debtor-affiliates to obtain, on a final basis, debtor-in-
possession financing under the postpetition credit and security
agreement with Bank of America, N.A., as lender.

Judge Mitchell said all objections to the motion have been
withdrawn.

The Debtors owe the lender $12,287,544 comprised of a $6,725,000
revolving line of credit, a $4,728,888 real estate term loan, and
$833,656 conversion term loan, as of their bankruptcy filing.

Proceeds of the facilities will be used to (i) repay in full all
prepetition obligations as of the Debtors' bankruptcy filing, and
(ii) provide working capital, costs and professionals fees.  The
salient terms of the DIP facility are:

DIP Amount:         A senior revolving credit facility including
                    the prepetition Revolving Credit Facility, in
                    the maximum principal amount of $8,500,000,
                    through April 30, 2009; the maximum principal
                    amount of $9,750,000 from May 1, 2009 through
                    June 30, 2009, and the maximum principal
                    amount of $10,500,000 from July 1, 2009,
                    through August 15, 2009, with funds to be
                    made available to the Debtors pursuant to an
                    agreed Borrowing Base and compliance with
                    certain availability requirements.

                    A senior term loan in the amount of
                    $5,562,545 including the pre-petition real
                    estate term loan and conversion term loan.

Maturity Date:      August 15, 2009.

Interest:           BBA 1-month LIBOR + 450 basis points

Advance Rates:      80% of eligible receivables plus 50% of
                    eligible inventory plus a $3,750,000 minus
                    the carve-out minus reserves as may from time
                    to time be established in good faith.

The DIP facility is subject to a $250,000 carve-out for
professional fee.

To secure their DIP obligations, the lender will be granted
superpriority administrative claims status priority over and any
administrative expense claims, among other things.

A full-text copy of the revolving loan note is available for free
at: http://ResearchArchives.com/t/s?379a

A full-text copy of the term loan note is available for free
at: http://ResearchArchives.com/t/s?379b

A full-text copy of the postpetition credit and security agreement
is available for free at http://ResearchArchives.com/t/s?379d

A full-text copy of the 13-week cash flow budget is available for
free at: http://ResearchArchives.com/t/s?379d

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The Company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


SOUTHEAST BANKING: Court Okays Payment of Break-Up Fee to Modena
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved on Feb. 9, 2009, the request of Jeffrey H. Beck, the
Chapter 11 Trustee for the estate of Southeast Banking Corp., for
the payment of (I) a break-up fee in the amount of $1,500,000 in
favor of Modena 2004-1 LLC, the equity investor for the Trustee's
Second Amended Chapter 11 Plan of Reorganization, and (II)
repayment of a $500,000 reimbursement fee back to Modena 2004-1
LLC, in accordance with and under the conditions set forth in the
Master Subscription Agreement.

If the Plan is not confirmed and the case is either converted back
to Chapter 7 or an alternative liquidating plan is later
confirmed, no break-up fee will be payable to Modena.

As reported in the Troubled Company Reporter on Jan. 13, 2009, the
Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC
into SEBC Financial Corporation, with a new holding company, SEBC
Holdings, LP.  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that
will acquire and hold SEBC's real estate-owning subsidiaries.  The
equity investment would be utilized by Reorganized SEBC to
purchase equity securities from a newly formed special purpose
vehicle to be established on or after the Closing Date.

The Court finds that the amount of the break-up fee is reasonable
relative to both (a) the contemplated $1.639 billion investment
that the investor proposes to make in SEBC if the Plan is
confirmed and consummated, and (b) the time and expense incurred
by the investor in its due diligence, negotiation and drafting
with respect to the Plan.

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On Sept. 20, 1991, Southeast Bank filed a voluntary petition under
Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on Sept. 19, 1991.  On Sept. 20, 1991, SEBC's
board of directors voted to authorize the filing of a voluntary
Chapter 7 petition, and then promptly resigned along with all of
SEBC's officers.

Jeffrey H. Beck was the fourth trustee appointed in the Debtor's
liquidation proceeding.

This Bankruptcy Case was converted to Chapter 11 on Sept. 17,
2007, almost sixteen years after its initial filing.


SOUTHEAST BANKING: Court Sets March 9 Plan Confirmation Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved at a hearing on Feb. 11, 2009, the adequacy of the
amended disclosure statement filed by Jeffrey H. Beck, the Chapter
11 Trustee for the estate of Southeast Banking Corp., in support
of the Trustee's Third Amended Chapter 11 Plan of Reorganization.

The Court has set a confirmation hearing at 9:30 a.m. on March 9,
2009.  The deadline for filing objections to confirmation of the
Plan is on Feb. 27, 2009.

As reported in the Troubled Company Reporter on Jan. 13, 2009, the
Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC
into SEBC Financial Corporation, with a new holding company, SEBC
Holdings, LP.  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that
will acquire and hold SEBC's real estate-owning subsidiaries.  The
equity investment would be utilized by Reorganized SEBC to
purchase equity securities from a newly formed special purpose
vehicle to be established on or after the Closing Date.

A full-text copy of the Disclosure Statement explaining the
Chapter 11 Trustee's Third Amended Plan for Southeast Banking
Corp., dated Feb. 9, 2009, is available for free at:

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

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On Sept. 20, 1991, Southeast Bank filed a voluntary petition under
Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on Sept. 19, 1991.  On Sept. 20, 1991, SEBC's
board of directors voted to authorize the filing of a voluntary
Chapter 7 petition, and then promptly resigned along with all of
SEBC's officers.

Jeffrey H. Beck was the fourth trustee appointed in the Debtor's
liquidation proceeding.

This Bankruptcy Case was converted to Chapter 11 on Sept. 17,
2007, almost sixteen years after its initial filing.


SOUTHWEST CHARTER: GE Wants Ch. 7 Conversion or Collateral Release
------------------------------------------------------------------
General Electric Capital Corp. asks the U.S. Bankruptcy Court for
the District of Arizona to compel Southwest Charter Lines
Incorporated to turnover and release possession of General
Electric's collateral, or in the alternative, to convert the
Debtor's case to one under Chapter 7 of the Bankruptcy Code.

General Electric holds a valid and perfected security interest in
various motor coaches and trailers of various makes and models.
On or about Oct. 23, 2008, the Debtor and General Electric
stipulated to the entry of an order in connection with General
Electric's motion for relief from stay, which was entered by the
Court on Oct. 23, 2008.  The stipulated order provided for certain
monthly payments.

Due to the Debtor defaulting on the payments, the Court entered
the order for relief from the automatic stay on Nov. 19, 2008.
General Electric tells the Court that the Debtor has refused to
relinquish its collateral and that this failure to turn over the
collateral is in direct violation of the Court's order.

General Electric adds that that "cause" also exists for conversion
of the Debtor's case to a Chapter 7 proceeding:

  1. The Debtor's pattern of selling collateral without court
     approval and failing to turn over the sales proceeds to
     secured creditors;

  2. Failure to file a plan and disclosure statement within a
     reasonable time;

  3. Continuing failure to make adequate protection and regular
     monthly payments to secured creditors

  4. Failure to file monthly operating reports since October,
     2008.

  5. Apparent failure to maintain insurance on estate property,
     and other creditor's collateral.

Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc.
-- http://www.swcl.com/-- operates, rents, and leases buses,
trucks, trailers, and modular buildings.  The company filed for
Chapter 11 bankruptcy protection on May 29, 2008 (Bankr. D. Ariz.
Case No. 08-06252).  Donald W. Powell, Esq. at Carmichael & Powell
PC, represents the Debtor as bankruptcy counsel.  When the Debtor
filed for Chapter 11 restructuring, it listed total assets of
$12,907,933 and total debts of $12,352,275.


SPECTRUM BRANDS: Court Confirms Admin. Status of 20-Day Goods
-------------------------------------------------------------
In the ordinary course of Spectrum Brands Inc. and its affiliates'
business, numerous Vendors honor orders received from the Debtors
for a variety of Goods, including, without limitation, packaging
supplies, flashlights, hairdryers, bottles, pet health and
wellness products and aquatics equipment and accessories.  As a
result, on a regular basis, large quantities of Goods are
delivered to the Debtors' facilities.

As of the Petition Date, there were a number of Outstanding
Orders for Goods yet to be delivered.  These Goods, the Debtors
assert, are absolutely essential to the sustained operations of
their businesses and their efforts to reorganize.

The Debtors believe that, as a result of their bankruptcy
filings, many of the Vendors will be concerned that they will not
be paid for Goods delivered on or after the Petition Date, if
that delivery or shipment is based on an Outstanding Order.  The
Debtors estimate that approximately $44,000,000 in respect of
20-Day Goods is now due or will become due and payable in the near
future.

In the absence of a confirmation that postpetition delivery or
other performance under an Outstanding Order will give rise to an
administrative expense claim that must be paid, many Vendors may
decline to ship, or may instruct their shippers not to deliver
Goods destined for the Debtors, their proposed counsel, D.J.
Baker, Esq., at Skadden, Arps, D.J. Baker, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, told Judge Ronald B.
King of the U.S. Bankruptcy Court for the Western District of
Texas.

Other Vendors, Mr. Baker added, will condition postpetition
delivery or other performance on the issuance of substitute
purchase orders, which would be extremely disruptive to the
Debtors' ongoing business operations.

Accordingly, at the Debtors' behest, the Court confirmed that:

  (a) the Debtors' suppliers and vendors will have
      administrative expense claims under Sections 503(b) and
      507(a)(2) of the Bankruptcy Code for those undisputed
      obligations arising from prepetition purchase orders
      outstanding on the Petition Date relating to the shipments
      of Goods on or after the Petition Date; and

  (b) Vendors will have administrative expense claims under
      Section 503(b)(9) for those undisputed obligations related
      to shipments of Goods within 20 days before the Petition
      Date.

The Debtors are authorized to pay their undisputed obligations
arising from goods delivered to and received by the Debtors on or
after the Petition Date in the ordinary course of business,
consistent with the Debtors' prepetition customary practices.

The Debtors are authorized, in their sole discretion, to pay
claims arising from the 20-Day Goods after the Petition Date.  In
exercising their payment discretion, the Debtors may elect to
only pay part of a claim for 20-Day Goods, leaving the remainder
to be paid pursuant to their plan of reorganization.

Any Vendor that accepts payment of a claim arising from the 20-
Day Goods will be deemed to have agreed to (a) release any liens
it may have on the Debtors' goods or property; and (b) continue
to provide Goods to the Debtors on terms and conditions as good
or better than those that existed on January 1, 2009, during the
pendency of the Chapter 11 cases.

If a Vendor accepts payment and thereafter does not continue to
provide Goods to the Debtors on the Customary Terms during the
pendency of the Chapter 11 cases, then (i) any payment on a claim
for 20-Day Goods received by that Vendor will be deemed to be an
unauthorized voidable postpetition transfer under Section 549 and
recoverable by the Debtors in cash upon written request; and (ii)
upon recovery by the Debtors, any claim for 20-Day Goods will be
reinstated as if the payment had not been made, less the Debtors'
reasonable costs in recovering the amounts.

If the Debtors seek to recover a payment for 20-Day Goods from a
Vendor because the Vendor does not continue to provide Goods to
the Debtors on at least the Customary Terms during the pendency
of the Chapter 11 cases, that Vendor may contest that action by
making a written request to the Debtors to schedule a hearing
before the Court.

The Debtors are authorized, in their sole discretion, under
Section 546(h), to return Goods purchased from the Vendors by the
Debtors prior to the Petition Date, for credit against that
Vendors' prepetition claims.

The Order preserves the rights of Vendors to seek to establish an
allowed administrative expense claim, if and to that extent that:

  * the Vendor makes a timely, written demand for reclamation of
    Goods pursuant to Section 546(c)(1) and Section 2-702 of the
    Uniform Commercial Code;

  * the Debtors have received and accepted the Vendor's Goods
    and have not offered to make those Goods available for
    pick-up;

  * the Vendor has properly identified the Goods subject to
    reclamation and proves the validity and amount of its claim
    to the Debtors' satisfaction; and

  * the Vendor's claim is otherwise enforceable against the
    Debtors, subject, in each case, to any Prior Rights and any
    limitations imposed by any Court order with respect to the
    Debtors' proposed DIP financing agreement or otherwise.

The Debtors have waived the right to take the position that an
otherwise valid Reclamation Demand is rendered invalid by:

  * a Vendor's failure to take any or all possible "self-help"
    measures with respect to those Goods;

  * the failure of a Vendor to file an adversary proceeding
    against the Debtors seeking to enjoin them from using or
    selling those Goods or any other similar relief; or

  * the Debtors' continued use or sale of the Goods or proceeds
    therefrom after the Reclamation Demand was filed, served or
    delivered.

The Debtors, however, have not waived any defense to a
Reclamation Demand resulting from the failure of a Vendor to
timely comply with any requirement under Section 546(c) or UCC
Section 2-702 to the extent that act was not stayed by the
automatic stay.

All Reclamation Demands received by the Debtors will be preserved
for proceedings later in the Chapter 11 cases.  In the event that
the Debtors' pre-negotiated plan of reorganization is not
confirmed, or the terms of that plan are modified to provide for
less than payment in full, the Debtors will initiate proceedings
within 60 days after that denial or modification to determine
whether the claims subject to the Reclamation Demands are
entitled to administrative expense status.

If the Court determines through the Reclamation Proceedings that
the claims subject to the Reclamation Demands are entitled to be
paid as administrative expense claims, then any allowed claims
will be treated as administrative expense claims under the Plan.

The Court prohibits Vendors from seeking any other treatment for
their reclamation claims than is permitted under the Order, and
all parties are prohibited from commencing adversary proceedings
against the Debtors in respect of Reclamation Demands or any
claims relating thereto.  The Debtors are authorized to continue
using the Goods in the ordinary course of their business,
notwithstanding the assertion of a Reclamation Demand with
respect to those Goods.

Pursuant to Section 362, the Court prohibits Vendors and any
other third parties from seeking to reclaim Goods that have
already been delivered, or from interfering with the delivery of
Goods presently in transit to the Debtors, absent further Court
order.

The Court also directs all applicable banks and other financial
institutions to honor all checks drawn on the Debtors' accounts,
and to honor all fund transfer requests made, in respect of
payments made by the Debtors to the Vendors.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Starts Review on Leases; Rejects 5 Contracts
-------------------------------------------------------------
Pursuant to Section 105(a), 365(a) and 554 of the Bankruptcy Code
and Rule 6006 of the Federal Rules of Bankruptcy Procedure,
Spectrum Brands Inc. and its affiliates sought and obtained
permission from Judge Ronald B. King of the U.S. Bankruptcy Court
for the Western District of Texas to reject five leases and
abandon to the Landlords any and all property within the premises
of the properties subject to the leases.

                                                     Rejection
   Lessee                    Location                   Date
   ------                    -----------             ----------
IMC/Mosaic Property    4060 East 26th St.,          03/31/2009
                        Vernon, California

Reynolds Property      4139 Bandini Blvd.,          03/31/2009
                        Los Angeles, California

Winter Haven           2121 3rd St. SW,             01/02/2009
                        Winter Haven, Florida

DART Warehouse         13890 Corporate Woods        01/02/2009
                        Trail, Bridgeton,
                        Missouri

Former UIC HQs         21560 Schuetz Rd.,           01/02/2009
                        St. Louis, Missouri

The Debtors also sought and obtained the Court's permission to
authorize the Landlords, in their sole discretion and without
further notice, to dispose of the Abandoned Property without
liability to the Debtors or any third parties claiming an
interest in the Abandoned Property.

The, as part of their prepetition restructuring initiatives,
vacated the Premises and surrendered possession to the Landlords
prior to the Petition Date, and as to other of the Leases, intend
to vacate the Premises within the next 60 days.

The Debtors state that as to the Leases they have already been
vacated, they currently derive no benefit from those Leases and
have no other productive use for those Premises.  With respect to
the other Leases, the Debtors have determined that those Premises
are no longer necessary for the Debtors' operations and that
their closure within the next 60 days makes good business sense.

The estimated monthly cost of the Leases is approximately
$240,000.

Through the rejection of the Leases, the Debtors tell the Court
that they will be relieved from paying the rent and other costs,
including taxes, insurance, utilities, operating expenses and
other future related charges associated with the Leases.  The
Debtors add that they will also avoid incurring unnecessary
administrative charges that provide no tangible benefit to the
Debtors' estates thus enabling the Debtors to increase their
future cash flow.

Furthermore, the Debtors have determined that the abandonment of
any Abandoned Property is appropriate because the property is of
inconsequential value or the cost of removing and storing such
property exceeds its value to the Debtors' estates.

In connection with the rejection of certain of the Leases, the
Debtors will surrender possession of the Premises to the landlord
as of the Petition Date.  As to other of the Leases, the Debtors
will surrender possession within the next 60 days.

The Debtors will continue to perform their respective obligations
under the Leases through the Applicable Rejection Date.

The Lessors have until March 7, 2009, to file any rejection
damages claims.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Court Defers 341 Meeting & Panel Appointment
-------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas deferred the Sec. 341 meeting, establishment of
deadline for filing proofs of claim and appointment of an official
creditors committee in the bankruptcy cases of Spectrum Brands,
Inc., and its 13 subsidiaries.  Judge King said the deferment of
the setting of the General Bar Date is without prejudice to any
request for the setting of a special bar date for rejection
damages claim pursuant to any motion to reject filed by the
Debtors.

As reported by the Troubled Company Reporter on February 6, 2009,
the Debtors asked the Court to either waive or defer the creditors
meeting and claims bar date.

The Debtors' proposed counsel, D.J. Baker, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in New York, explained that in
this scenario where the Debtors have filed a prepackaged plan of
reorganization, many of the administrative procedures that are
routine in traditional cases are simply not necessary.  Indeed, he
says those procedures have the potential to delay confirmation,
thereby negatively impacting not only the Debtors' opportunity for
a successful reorganization but also the interests of all parties.

Mr. Baker asserts that the unimpaired creditors do not need a
meeting to gather information that will help them to protect their
claims under a reorganization plan.  He adds that the noteholders
do not need a meeting given the support they gave to the
restructuring proposed under the Plan.

However, the Debtors state that if the Disclosure Statement is not
approved by April 4, 2009, then the Court may schedule a Section
341 meeting on June 3, 2009.

In their request, the Debtors also asked for a deferral or waiver
of the appointment of an official unsecured creditors' committee
given that the pre-negotiated Plan intends to reinstate the claims
of general unsecured creditors, with those claims being paid on
terms as  would otherwise apply had the Debtors' bankruptcy cases
not been filed.

The Debtors asked that an appointment of an official creditors'
committee be deferred until June 3, if the Disclosure Statement is
not approved by April 4.  If during the deferral period the
Debtors withdraw the Plan or amend the Plan in a manner that
impairs treatment of general unsecured creditors, the deferral
would automatically terminate and the U.S. Trustee can proceed to
appoint a creditors' committee.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Court Moves Schedules Filing Deadline to May 19
----------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas extended the deadline for Spectrum Brands, Inc.
and 13 subsidiaries to file schedules of assets and liabilities
and statements of financial affairs until May 19, 2009.  Moreover,
the Court held that the filing of the schedules and statements are
permanently waived upon confirmation of the Prepackaged Joint Plan
of Reorganization within the extension period.

The Debtors have said that given the size and complexity of their
businesses, they do not believe that they will be in a position
to accurately complete their Schedules and Statements within
February 18, 2009.  The Debtors' business operations require them
to maintain voluminous books and records and complex accounting
systems.

Consequently, collecting the information necessary to complete
the Schedules and Statements will require substantial time and
effort on the part of the Debtors' employees.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Posts $112.7MM Net Loss for Qrtr. Ended December
-----------------------------------------------------------------
Citing a strong top-line growth in its largest and most profitable
business segment, Spectrum Brands disclosed consolidated net sales
of $564.2 million for the quarter ended December 28, 2008, as
compared to $604.7 million for the first quarter of fiscal year
2008 after excluding the Canadian division of the Home and Garden
business, which the company sold in November 2007.  Sales,
excluding $34.8 million of unfavorable foreign exchange losses,
were down less than one percent from sales in the same quarter
last year.

Consolidated adjusted EBITDA, a non-GAAP measurement which the
Company believes is a useful indicator of the operating health of
the business and its trajectory, benefited from the eighth
consecutive quarter of adjusted EBITDA growth in the Global
Batteries and Personal Care segment and was $53.7 million for the
quarter.  This amount included a negative impact of foreign
exchange of $12.7 million.  In comparison, consolidated adjusted
EBITDA for the first quarter of fiscal year 2008 was
$57.0 million.  The results from both periods exclude the results
from the company's growing products portion of the Home and Garden
business.

The company reported a net loss of $2.19 per share for the
quarter.  Excluding certain items which management believes are
not indicative of the Company's on-going normalized operations,
the Company generated an adjusted loss per share of $0.18, a non-
GAAP number.  These excluded items, net of tax, include:

     -- Restructuring and related charges of $52.7 million, or
        $1.03 per share, primarily associated with the company's
        strategy to exit the growing products portion of its Home
        and Garden business, its decision to exit Ningbo Baowang,
        a battery manufacturing facility in China, and company-
        wide cost reduction and integration initiatives;

     -- Net tax adjustments of $48.5 million, or $0.94 per share,
        to exclude the effect of certain adjustments made to the
        valuation allowance against net deferred taxes and other
        tax related items;

     -- A loss of $5.0 million, or $0.10 per share, from the
        growing products portion of the Home and Garden business,
        which is consistent with results in prior comparable
        periods which reflects the seasonality of this business;
        and

     -- Other items that net to a benefit of $2.9 million, or
        $0.06 per share.

During the first quarter of fiscal year 2008, the company reported
a net loss per fully diluted share of $0.85.  Excluding net tax
adjustments of $0.50, a loss of $0.10 from the growing products
portion of the Home and Garden business, $0.03 for discontinued
operations representing the company's sale of the Canadian portion
of the Home and Garden business, restructuring and related charges
of $0.06, and other items that net to a benefit of $0.10, the
first quarter 2008 adjusted loss per fully diluted share was
$0.26.

Gross profit and gross margin for the quarter were $145.0 million
and 25.7 percent, respectively, versus $217.7 million and
36.0 percent for the same period in fiscal year 2008.  Within cost
of sales the company incurred restructuring related charges of
approximately $55.2 million, negatively impacting this quarter's
margin by 978 basis points, primarily related to the company's
decision to exit the growing products portion of the Home and
Garden business.  During the first quarter of 2008, cost of sales
included $0.1 million of restructuring and related charges.

First Quarter Segment Results

Despite negative foreign exchange pressure and relatively poor
holiday results for the majority of retailers, the Global
Batteries and Personal Care segment reported a solid first
quarter.  Key placement and distribution wins for the holiday
season were a major contributor, driving year-over-year
improvement in adjusted EBITDA and strong share growth in many of
its product categories.  Consumers appear to be embracing the
Rayovac value proposition, a trend the Company believes should
continue.  Net sales for the segment for the first quarter were
$389.3 million compared with $418.0 million for the same period
last fiscal year, a difference of $28.7 million, of which
$33.2 million represents the impact of negative foreign exchange.

Adjusted EBITDA was $53.2 million for the quarter.  Excluding
$13.2 million of negative foreign exchange impact, adjusted EBITDA
was up 27.1 percent compared to last year.  Segment profitability
for this segment was $53.3 million for the quarter, up 13.0
percent over last year's level.  The profit improvement was
primarily due to the cost savings generated from more efficient
operation of the company's manufacturing facilities and cost
reduction initiatives.

North America led the way in global battery sales with
21.8 percent growth in total batteries sales and 28.8 percent
growth in alkaline batteries.  Rayovac was the only major battery
brand during the quarter to grow in both dollar share and dollar
sales growth in all three major battery segments as defined by
Nielsen: alkaline, heavy duty, and rechargeable.

As the company continued its exit of unprofitable SKUs, including
the shutdown of its Ningbo facility in China, which produced
batteries sold into the European markets.  European battery sales
for the quarter were $94.8 million, as compared with
$109.9 million last year.  Foreign exchange losses negatively
impacted European sales by $11.3 million.

Latin American battery sales for the quarter were $38.0 million,
down from $60.0 million last year, as the impact of foreign
exchange and a dramatic slowdown in the economies of several
countries, including Brazil, depressed sales.

With double digit growth in women's hair care including strong
sales volumes in both North America and Europe, global sales of
Remington branded products were $144.9 million for the quarter,
compared with $150.1 million during the same period of last year,
down $5.2 million due to the impact of negative foreign exchange
totaling $14.2 million.  In addition to the company's continued
success in hair care, its men's shaving business, led the by the
introduction of the new Flex360 line of rotary shavers, delivered
double digit POS growth during the holiday season at all major
retailers in North America and the UK.  Sales in men's shaving in
North America were up over 20 percent for the quarter.

The Global Pet Supplies Segment reported net sales of
$132.4 million down from $142.5 million in the same period of last
fiscal year, including $1.6 million of negative foreign exchange
impact this quarter.  Companion animal sales, which made up 37.5
percent of total segment sales, were up 3.8 percent while aquatics
sales declined 12.6 percent due to lower sales of the company's
higher priced aquatics equipment, which has been hurt by the
economic downturn.

Adjusted EBITDA for the Global Pet Supplies segment was
$17.6 million for the quarter compared to $22.1 million last year.
Segment profitability for Global Pet Supplies for the quarter was
$12.0 million compared to $16.8 million last year due to lower
sales of higher priced aquatics equipment as well as higher input
cost of goods sold not yet offset by increased pricing.

Spectrum's Home and Garden segment's net sales were
$42.5 million, as compared with $44.2 million for the same period
of last year.  Sales of the Company's controls products during the
quarter were $26.8 million, essentially flat with sales of $26.9
million during the same period last year.  As announced in
November, the company has substantially closed the growing
products portion of its Home and Garden segment as of January 31,
2009.  The company has seen no negative impact on its controls
business as a result of its exit from growing products.

Due to the seasonal nature of the Home and Garden business, the
company reported an adjusted EBITDA loss from its Controls
products for the quarter of $8.2 million, improved from its loss
of $11.2 million in the same period last fiscal year due to
downsizing of the organization and other cost reduction
initiatives.

Segment profitability for the quarter was a loss of $18.4 million
for the Home and Garden business as compared with a loss in the
prior year of $19.1 million.  During the first quarter of fiscal
2008, no depreciation and amortization was recorded because the
Home and Garden business was classified as a discontinued
operation at that time.  Taking into account the increase in
depreciation and amortization recorded of $3.4 million, the
favorable variance in segment profitability was due to a reduction
in marketing and distribution expenses.

Corporate expenses were $8.4 million for the quarter as compared
with $8.3 million in corporate expenses during the first quarter
of last year.

Interest expense was $52.5 million compared to $57.2 million in
the same period last year.

Debt Refinancing

On February 3, 2009, the company announced a proposed financial
restructuring plan supported by bondholders representing, in the
aggregate, a total of approximately 70 percent of the face value
of the outstanding bonds, that would, if confirmed and consummated
as proposed, significantly reduce the company's outstanding debt,
which management believes will 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, Spectrum Brands and all of
its US subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Court.   The company's
non-US operations, which are legally separate, are not included in
the Chapter 11 proceedings.

Under the proposed plan, the company's debt would be reduced by
approximately $840 million (or approximately one-third) and its
annual cash interest obligations would decrease by approximately
$95 million for each of the next two years.

The company, assuming timely confirmation of the proposed plan,
anticipates that it will emerge from this bankruptcy process in
four to six months.  There can be no assurances, however, that the
proposed plan will be confirmed or consummated.

The process of negotiating the proposed plan and preparing for a
related chapter 11 bankruptcy filing has consumed a significant
amount of management's time causing delays in completing the
required disclosure and rendering management unable to complete
its Form 10-Q for the quarter ended December 28, 2008, in a timely
manner.  However, it is currently anticipated that the Report will
be filed within the five day extension period following the
prescribed due date of the Report, or February 11, 2009.

Until further notice, the Company expects to discontinue its
practice of hosting quarterly earnings calls.

                      SPECTRUM BRANDS, INC.
         Condensed Consolidated Statements of Operations
                   For the three months ended
             December 28, 2008 and December 30, 2007
                           (Unaudited)
             (In millions, except per share amounts)

                              THREE MONTHS
                          F2009          F2008 (a)      INC(DEC)
                                                   %
Net sales             $   564.2          $   604.7         -6.7%
Cost of goods sold        364.0              386.9
Restructuring and
related charges           55.2                0.1
Gross profit              145.0              217.7        -33.4%

Selling                   118.1              136.3
General and
administrative            38.0               39.2
Research and development    5.6                5.8
Restructuring and
related charges           25.9                4.9

Total operating expenses  187.6              186.2

Operating income          (42.6)              31.5

Interest expense           52.5               57.2

Other expense (income),
net                        3.7               (0.1)

Loss from continuing
operations before income
taxes                    (98.8)             (25.6)

Income tax expense         13.9               16.5

Loss from continuing
operations              (112.7)             (42.1)

Loss from discontinued
operations, net of
tax (a)                      -               (1.3)

Net loss             $   (112.7)         $   (43.4)

Average shares
outstanding (b)           51.4               51.0

Loss from continuing
operations          $     (2.19)        $    (0.82)
Loss from
discontinued
operations                    -              (0.03)
Basic loss per
share               $     (2.19)        $    (0.85)

Average shares and
common stock
equivalents
outstanding (b) (c)        51.4               51.0

Loss from continuing
operations          $      (2.19)       $     (0.82)
Loss from
discontinued
operations                     -              (0.03)
Diluted loss per
share               $      (2.19)       $     (0.85)

(a) Reflects the loss from discontinued operations, net of tax, of
the Canadian Home & Garden business, discontinued effective
October 1, 2006.  Included in the loss from discontinued
operations for the three months ended December 30, 2007, is a loss
on disposal of $1.2 million, net of tax benefit.  The company's
Canadian Home and Garden business was sold on
November 1, 2007.

(b) Per share figures calculated prior to rounding.

(c) For the three months ended December 28, 2008 and December 30,
2007, the company has not assumed the exercise of common stock
equivalents as the impact would be antidilutive.

                      SPECTRUM BRANDS, INC.
                   Supplemental Financial Data
                   For the three months ended
              December 28, 2008 and December 30, 2007
                           (Unaudited)
                         ($ in millions)

Supplemental Financial Data              F2009         F2008
Cash                                 $   100.7       $  84.9  

Trade receivables, net               $   305.6       $  359.7
Days Sales Outstanding (a)                48             54  

Inventory, net                       $   407.6       $  449.9
Inventory Turnover (b)                     4.0            3.6

Total Debt                           $ 2,604.9       $2,570.1  

                           THREE MONTHS
Supplemental Cash Flow Data           F2009              F2008
Depreciation and amortization,
excluding amortization of debt  
issuance costs                       $    32.4       $   16.2

Capital expenditures                 $     1.9       $    6.5

                           THREE MONTHS
                Supplemental Segment Sales & Profitability
                                      F2009              F2008

Net Sales
Global Batteries & Personal Care     $   389.3       $   418.0
Global Pet Supplies                      132.4           142.5
Home and Garden                           42.5            44.2
Total net sales                      $   564.2       $   604.7

Segment Profit (Loss)     
Global Batteries & Personal Care     $    53.3       $    47.1
Global Pet Supplies                       12.0            16.8
Home and Garden                          (18.4)          (19.1)
Total segment profit                      46.9            44.8

Corporate                                  8.4             8.3
Restructuring and related charges         81.1             5.0
Interest expense                          52.5            57.2
Other expense (income), net                3.7            (0.1)

Loss from continuing operations
before income taxes                 $   (98.8)      $   (25.6)

(a) Reflects actual days sales outstanding at end of period.

(b) Reflects cost of sales (excluding restructuring and related
    charges) during the last twelve months divided by inventory
    as of the end of the period.

                     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)


SYNOVICS PHARMACEUTICALS: Posts $4MM Net Loss in FY Ended Oct. 31
-----------------------------------------------------------------
Miller Ellin & Company, LLP, in New York, in a letter dated
January 29, 2009, to Synovics Pharmaceuticals, Inc., expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the consolidated balance sheets of
Synovics Pharmaceuticals, Inc., and Subsidiaries as of October 31,
2008 and 2007 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years
ended October 31, 2008, 2007, and 2006.

The firm pointed out that the company has negative working capital
of $6,540,018 and has experienced significant losses and negative
cash flows.  The company incurred net losses of $4,005,831,
$20,857,884, $8,571,021, $2,911,260 and $1,124,336, for the years
ended October 31, 2008, 2007, 2006, 2005 and 2004.  As of
October 31, 2008, the company's accumulated deficit was
$78,649,597.  "These facts raise substantial doubt about the
Company's ability to continue as a going concern."

"Management is currently in the process of evaluating several
funding alternatives it believes will address its current
financial requirements to enable it to stabilize its financial
condition.  The company's continuation as a going concern is
dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to maintain adequate
financing, and ultimately to attain successful operations,"
Jyotindra Gange, the company's principal executive officer,
disclosed in a regulatory filing dated February 4, 2009.

Consolidated revenues for the year ended October 31, 2008, were
$25,959,579 compared to $23,466,311 for the same period in 2007,
an increase of approximately 10.6% over the prior fiscal year. The
increase results from a continued strong growth of the OTC product
line as well as increases in sales of the Rx product line.  The
increase in revenue was negatively impacted by the continued
decline in sales of ephedrine and pseudoephedrine products caused
in part by the rejection of the company's application to the
United States Drug Enforcement Agency for its 2008 procurement
quota.  In addition, on September 15, 2008, the DEA commenced an
administrative proceeding against the company to, among other
things, revoke the company's DEA license to manufacture and
distribute controlled substances.

During fiscal year 2008, sales of products containing ephedrine
and guaifenesin accounted for approximately 47% of sales as
compared to approximately 63% for the same period in 2007.

Cost of revenues for the year ended October 31, 2008 was
$16,988,322 compared to $16,837,126 for the year ended October 31,
2007.  The company's gross profit percentage increased to 34.6%
from 28.2%.  This increase primarily relates to a shift in product
mix resulting from the increases in sales of Rx products which
have a higher profit margin than some of the company's
non-controlled substance private label OTC products.

Research and development expenses for the year ended October 31,
2008 was $1,177,313 compared to $1,289,833 for the year ended
October 31, 2007.  The research and development expenses are in
line with the company's historical norms.

Selling, general, and administrative expenses for the year ended
October 31, 2008, was $10,277,409 as compared to $15,603,823 for
the year ended October 31, 2007.  The reduction in selling,
general and administrative expenses is a result of the incurrence
of less consulting expense which in fiscal year ended 2008 was
$1,760,613 as compared to $6,818,602 for the same period in 2007.
In addition, this reduction is the result of reduced spending in
an effort to conserve cash.  The operating expenses are in line
with historical norms.

During the year ended October 31, 2008, the company incurred an
impairment loss of $660,919 as compared to $4,006,386 for the
prior fiscal year.  The decrease is attributable to the non-
recurrence of a one time impairment loss incurred by the company
during fiscal year ended 2007.

Interest expense for the year ended October 31, 2008, was
$4,166,852 as compared to $6,400,962 for the year ended
October 31, 2007.  The reason for this reduction in interest
expense is as a result of the company's repayment of outstanding
indebtedness during the fiscal year that at October 31, 2007, was
$18,625,000 and at October 31, 2008, was $6,190,000.  In addition,
during the year ended October 31, 2008, there was interest
forgiveness of $3,325,747 relating to the repayment and settlement
of outstanding debt.

As of October 31, 2008, the company's balance sheet showed total
assets of $22,346,110, total liabilities of $17,344,616, and total
stockholders' equity of $5,001,494.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?395a

                   About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.


SYNTAX-BRILLIAN: Plan Solicitation Period Extended to April 20
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended on
Feb. 4, 2009, Syntax-Brillian Corp., and its debtor-affiliates'
exclusive period to file a plan to Feb. 3, 2009, and their
exclusive period to solicit acceptances of said plan to April 20,
2009.

As reported in the Troubled Company Reporter on Jan. 21, 2009, the
Debtors filed with the Court a Chapter 11 Liquidating Plan and a
disclosure statement containing information necessary for holders
or interests to make an informed judgement about the Plan.

The Plan contemplates the complete liquidation of the assets of
the Debtors, the creation of a liquidation trust and a "lender
trust" and distribution of all proceeds resulting therefrom.  In
general, certain of the Debtors' assets will vest in the Lender
Trust for disposition by a lender trustee for the benefit of the
Lender beneficiaries thereof.  All other assets of the estates
will vest in the Liquidation Trust for disposition by the
Liquidation Trustee for the benefit of the beneficiaries thereof.

Pursuant to the Plan, upon the Plan's effective date, the Debtors'
estates and all of the debts of all of the Debtors will be
substantively consolidated for purposes of treating claims
including for voting, confirmation and distribution purposes.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc. and Syntax Groups Corp. design,
develop, and distribute high-definition televisions (HDTVs)
utilizing liquid crystal display (LCD) and, formerly, liquid
crystal (LCoS) technologies.  The Debtors sell their HDTVs under
the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a suplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the Official Committee of Unsecured
Creditors.  Pepper Hamilton, LLP represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC is the Debtors'
balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On
Oct. 10, the Bankruptcy Court denied OIG's emergency request to
excuse it from its obligations.  OIG has taken an appeal of that
order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TCW OAK: Moody's Junks Ratings on Three Classes of Notes
--------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
ratings of notes issued by TCW Oak Canyon Funding, collateralized
debt obligation transactions referencing corporate obligations.

Moody's explained that the rating actions taken are 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 actions are:

Class Description: TCW Oak Canyon Funding Tranche B (REF: 124770)

  -- Current Rating: Caa2
  -- Prior Rating Date: October 23, 2008
  -- Prior Rating: Baa2

Class Description: TCW Oak Canyon Funding Tranche B1 (REF: 126272)

  -- Current Rating: Caa2
  -- Prior Rating Date: October 23, 2008
  -- Prior Rating: Baa3

Class Description: TCW Oak Canyon Funding Tranche D (REF: 126296)

  -- Current Rating: Ca
  -- Prior Rating Date: October 23, 2008
  -- Prior Rating: Ba2


TROPICANA ENTERTAINMENT: Panel Drops Bid to Hire Fox Rothschild
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Tropicana Entertainment and its affiliates withdrew,
without prejudice, a request to retain Fox Rothschild LLP as its
New Jersey Regulatory and Gaming Counsel.

At a January 8, 2009 hearing, the Court found that Fox
Rothschild's representation of Tropicana Las Vegas represented an
inherently adverse conflict and adjourned the hearing on the
Application.  Fox Rothschild is unable to withdraw from its
representation of Tropicana Las Vegas and the Creditors Committee
has determined to withdraw its Application.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its affliates filed for Chapter 11
protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856).
Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton
& Finger, represent the Debtors in their restructuring efforts.
Their financial advisor is Lazard Ltd.  Their notice, claims, and
balloting agent is Kurtzman Carson Consultants LLC.  Epiq
Bankruptcy Solutions LLC is the Debtors' Web site administration
agent.  AlixPartners LLP is the Debtors' restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Panel Taps Sills Cummis as NJ Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Tropicana Entertainment and its affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Sills Cummis & Gross P.C., as its New Jersey regulatory and
gaming counsel, nunc pro tunc to February 6, 2009.

The need to retain special counsel, particularly with respect to
New Jersey gaming laws, is critical because of the pending
conservatorship related to Tropicana Atlantic City hotel and
casino and all other assets of Adamar of New Jersey, Inc., and
the proceedings pending before the New Jersey Casino Control
Commission, Committee Chairperson Bradley Takahashi, vice
president of Franklin Mutual Advisers, LLC, tells the Court.

Mr. Takahashi relates that the disposition of the Atlantic City
Assets is a critical outstanding issue in the Debtors'
reorganization efforts.  He notes that Tropicana Atlantic City
trustee and conservator Justice Gary S. Stein has petitioned the
NJ Commission on February 2, 2009, for (1) an extension of time
in which to sell or otherwise disposed of the Atlantic City
Assets, (2) leave to take Adamar into bankruptcy, and (3) leave
to conduct a sale of the Atlantic City Assets pursuant to Section
363 of the Bankruptcy Code.

Sills Cummis will advise the Creditors Committee with respect to
the NJ Commission proceedings bearing on the disposition of the
Atlantic City Assets.  In the event that the Atlantic City Assets
are retained and not sold by Justice Stein, Sills Cummis will
advise the Creditors Committee with respect to regulatory issues
involving the Atlantic City Assets that may arise during the
Debtors' Chapter 11 cases, according to Mr. Takahashi.  Sills
Cummis will also provide other legal services as the Creditors
Committee may consider desirable to execute its statutory duties
and further the interests of its constituents in the Debtors'
Chapter 11 cases.

Sill Cummis will be paid its current hourly rates, as may be
adjusted from time to time, and will be reimbursed for reasonable
and actual out-of-pocket expenses.  The firm's current hourly
rates are:

         Partners, Special counsel      $375 - $750
         Kenneth F. Oettle, attorney    $550
         Associates                     $225 - $475
         Paralegals                     $125 - $295

Kenneth F. Oettle, Esq., senior counsel at Sills Cummis,
discloses that the firm previously represented Harbinger Capital
Partners Master Fund I, Ltd., and Harbinger Capital Partners
Special Situations Fund, L.P., as their New Jersey gaming counsel
in connection with the disposition of the Atlantic City Assets.
However, Harbinger no longer holds subordinated notes and has
consented to the Creditors Committee's retention of Sills Cummis.

According to Mr. Oettle, the Sills Cummis (i) has current or
former clients that may be potential parties-in-interest and (ii)
has represented or currently represents certain entities on
unrelated matters.  These include:

   -- Franklin Templeton Investments, affiliate of Franklin
      Mutual Advisors, LLC,
   -- Lazard Freres & Co., LLC,
   -- Bank of America, N.A.,
   -- Citigroup Global Markets, Inc., Deutsche Bank, and
   -- Credit Suisse First Boston.

The firm does not represent any interest that is materially
adverse to the interests of the Creditors Committee or the
Debtors' estates with respect to the matters on which it will be
employed.  Sills Cummis is a disinterested person, as the term is
defined in Section 101(14) of the Bankruptcy Code.

The Creditors Committee has obtained the Court's approval to
shorten notice of the Application due to the looming deadlines in
connection with the ongoing NJ Commission proceedings.  The
Application will be considered at the hearing scheduled on
February 17, 2009.  Objections are due no later than February 13,
2009.

The NJ Commission will hear Justice Stein's petition on
February 18, 2009.  The Creditors Committee is required to submit
a response to the petition, together with a motion for leave to
intervene or participate, by February 9, 2009, Mr. Takahashi
notes.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its affliates filed for Chapter 11
protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856).
Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton
& Finger, represent the Debtors in their restructuring efforts.
Their financial advisor is Lazard Ltd.  Their notice, claims, and
balloting agent is Kurtzman Carson Consultants LLC.  Epiq
Bankruptcy Solutions LLC is the Debtors' Web site administration
agent.  AlixPartners LLP is the Debtors' restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


UNIGENE LABORATORIES: Eiref Joins to Compensation & Audit Panels
----------------------------------------------------------------
As previously reported by the Troubled Company Reporter, Zvi Eiref
was elected to the Board of Directors of Unigene Laboratories,
Inc., effective as of January 5, 2009.

On February 4, 2009, the Board appointed Mr. Eiref to serve on
each of the Board's Compensation Committee and Audit Committee.

Based in Fairfield, New Jersey, Unigene Laboratories Inc. (OTC BB:
UGNE) -- http://www.unigene.com/-- is a biopharmaceutical company
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

                        Going Concern Doubt

Grant Thornton, in Edison, New Jersey, expressed substantial doubt
about Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.

As of September 30, 2008, the company's balance sheet showed total
assets of $31,733,398 and total liabilities of $48,489,743,
resulting in total stockholders' deficit of $16,756,345.


US ENERGY: Wants More Time To Complete Sale of Biogas Assets
------------------------------------------------------------
U.S. Energy Systems Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Southern District of New
York to extend their exclusive period to solicit acceptances of
their respective Chapter 11 plans.  The Debtors want their Feb. 27
solicitation deadline extended to (i) March 31, 2009 for GBGH LLC,
and (ii) May 28, 2009 for U.S. Energy Systems and U.S. Energy
Overseas Investment LLC.

The Debtors say the extension will allow them to complete the sale
of substantially all assets of U.S. Energy Biogas Corp. to Silver
Point Finance LLC.

According to the Troubled Company Reporter on Feb. 4, 2009, the
Court approved bidding procedures for the sale of the Debtors'
biogas assets, subject to competitive bidding and auction.

Silver Point, the designated stalking-horse bidder, agreed to
purchase USEB's assets for about $94.5 million, including, among
other things:

   a) the assumption of the entire amount of the outstanding USEB
      indebtedness, which amount currently is $83.8 million, but
      is subject to adjustment prior to closing in accordance
      with the terms of the USEB indebtedness;

   b) the assumption of the entire outstanding amount under the
      Net Profit Interest agreement dated May 31, 2007, between
      the Debtors and Silver Point, which amount will be fixed
      solely for purposes of calculating the purchase price at
      $5.8 million;

   c) the assumption or release of at least $500,000 of the U.S.
      Energy Overseas Investments LLC indebtedness in accordance
      with the terms of the USEO indebtedness;

Bids for USEB's assets plus a $5 million good faith deposit must
be submitted by March 9, 2009, at 12:00 p.m. (prevailing Eastern
Time) followed by an auction on March 12, 2009, at 10:00 a.m.
(prevailing Eastern Time) at the offices of Hunton & Williams LLP
at 200 Park Avenue in New York.  Sale hearing to consider approval
will take place on March 13, 2009, at 10:00 a.m. (prevailing
Eastern Time).  Objections to the sale, if any, are due March 10,
2009.

Silver Point will be paid $3.0 million break-up fee if the Debtors
consummate the sale of USEB's asset to another party under the
sale agreement.

Jefferies & Company Inc., investment and financial advisory firm,
will assist and advice the Debtors for the sale of USEB's assets.

A full-text copy of the Debtors' asset purchase agreement is
available for free at: http://ResearchArchives.com/t/s?390b

                     About U.S. Energy Systems

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) -- http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

On Jan. 23, 2009, U.S. Energy Biogas Corp and eight of its
subsidiaries filed their respective voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  The USEB Debtors' cases are being jointly administered for
procedural purposes with the cases of the USEY Debtors.


VELOCITY EXPRESS: Gets Nasdaq Delisting Notice; to Seek Hearing
---------------------------------------------------------------
Velocity Express Corporation received on February 4, 2009, a
letter from the Listing Qualifications Staff of The NASDAQ Stock
Market indicating that, based upon the Company's non-compliance
with the $2.5 million stockholders' equity requirement for
continued listing on The NASDAQ Capital Market, as set forth in
NASDAQ Marketplace Rule 4310(c)(3), the Company's securities were
subject to delisting from NASDAQ unless the Company requested a
hearing before the NASDAQ Listing Qualifications Panel.  The Staff
Determination followed earlier correspondence from NASDAQ, which
was announced by the Company on October 17, 2008.

The Company intends to request a hearing before the Panel, which
will stay any action with respect to the Staff Determination until
the Panel renders a decision subsequent to the hearing. There can
be no assurance that following the hearing the Panel will grant
the Company's request for continued listing.

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.

                           *     *     *

As of December 27, 2008, the company's balance sheet showed total
assets of $92,779,000 and total liabilities of $115,383,000,
resulting in total shareholders' deficit of $22,604,000.  For the
three months ended Dec. 27, 2008, the company posted a net loss of
$9,073,000.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on December 5, 2008,
Ted Stone, Velocity's Chief Financial Officer stated in a
regulatory filing with the Securities and Exchange Commission,
that the company reported significant recurring losses from
operations over the past several years including in 2008 a loss of
approximately $56.1 million, which includes a goodwill impairment
charge of $46.7 million and a $13.9 million non-cash gain on the
extinguishment of debt.  "The company also used cash in operating
activities over the past several years, including $11.3 million in
2008.  However, for the three months ended Sept. 27, 2008, the
company generated $600,000 in cash from operating activities.

As of Sept. 27, 2008, the company has negative working capital of
approximately $20.7 million and a deficiency in assets of $13.6
million.  Further, the company did not meet the minimum EBITDA
levels and minimum driver pay and purchased transportation
covenants contained in its credit agreement, as amended, at
various times during fiscal 2008 and 2009.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern."


VERASUN ENERGY: Creditors Panel Wants Garden City as Info. Agent
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of VerSun Energy Corp. of it affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
retain The Garden City Group, Inc., as information agent nunc pro
tunc to January 7, 2009.

The Committee says they need the services of Garden City to
comply with its obligations under Section 1102(b)(3) of the
Bankruptcy Code, which provides that a committee will:

  (a) provide access to information for creditors who:

         * hold claims of the kind represented by that
           committee; and

         * are not appointed to the committee;

  (b) solicit and receive comments from the Creditors; and

  (c) be subject to a court order that compels any additional
      report or disclosure to be made to the Creditors.

The Committee believes that the retention of Garden City to
assist the Committee in complying with its Obligations will add
to the effective administration of the Debtors' Chapter 11 cases
and reduce the overall expense of administering the Chapter 11
cases.

As the Committee's information agent, Garden City will:

  (a) establish and maintain an Internet-accessed website that
      provides, without limitation:

         * a link or other form of access to the website
           maintained by the Debtors' notice, claims, and
           balloting agent at http://www.kccllc.net/verasun
           which will include, among other things, the case
           docket and claims register;

         * highlights of significant events in the Chapter 11
           Cases;

         * a calendar with upcoming significant events in the
           Chapter 11 Cases;

         * a general overview of the chapter 11 process;

         * press releases (if any) issued by the Committee or
           the Debtors;

         * a registration form for creditors to request "real-
           time" updates regarding the Chapter 11 Cases via
           electronic mail;

         * a form to submit creditor questions, comments, and
           requests for access to information;

         * responses to creditor questions, comments, and
           requests for access to information; provided, that
           the Committee may privately provide such responses in
           the exercise of its reasonable discretion, including
           in light of the nature of the information request and
           the creditor's agreement to appropriate
           confidentiality and trading constraints;

         * answers to frequently asked questions;

         * links to other relevant websites;

         * the names and contact information for the Debtors'
           counsel and restructuring advisor(s); and

         * the names and contact information for the Committee's
           counsel and financial advisors;

  (b) distribute the updates regarding the Chapter 11 Cases via
      electronic mail for creditors that have registered for
      service on the Committee Website; and

  (c) establish and maintain a telephone number and electronic
      mail address for creditors to submit questions and
      comments.

Large Chapter 11 cases in which Garden City has been retained by
either the debtor or creditors' committee and, among other
things, created websites to provide creditors and other parties-
in-interest access to information include WCI Inc., Kimball Hill,
Inc., TOUSA, Inc., Propex Inc., and Calpine Corporation

As full compensation for the services to be provided by Garden
City, the Committee will file an application with the Court to
require the Debtors to pay Garden City its fee without the need
to file formal fee applications.

Garden City's hourly billing rates:

  Administrative                                $45-$70
  Data Entry Processors                             $55
  Mailroom and Claims Control                       $55
  Project Administrators                        $70-$85
  Quality Assurance Staff                      $80-$125
  Project Supervisors                          $95-$110
  Systems & Technology Staff                  $100-$200
  Graphic Support                                  $125
  Project Managers                            $125-$150
  Directors, Sr. Consultants & Asst. VPs      $175-$250
  Senior Management                           $250-$295

A schedule of Garden City's rates is available for free at:

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

Jeffrey S. Stein, the vice president of Garden City, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14), and does not represent any interest
adverse to the Debtors or their estates.

                      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: Seeks Permission to Pay $4MM in Insurance Premiums
------------------------------------------------------------------
VeraSun Energy Corp. and its affiliates seek authority from Judge
Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware to finance the payment of premiums on the
vast majority of their Insurance Policies through First Insurance
Funding Corp., an insurance premium finance company.

The Debtors maintain various insurance policies, including, among
others, workers' compensation, automobile claims, and directors'
and officers' liability, in connection with the operation of
their businesses and management of their properties.

Majority of the Debtors' insurance premiums, according to Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, are financed under a Commercial Premium
Finance Agreement and Disclosure Statement dated November 7,
2008.  The total premium under the policy subject to the General
Financing Agreement with FIFC is $4,698,362.

Mr. Chehi says that in accordance with the Agreement with FIFC,
the Debtors have made a down payment of $939,672 and financed a
total of $3,758,689.  The Debtors have also made two monthly
installment payments totaling $429,148, leaving a balance of
approximately $2,939,314, payable in seven equal monthly
installments.

Maintenance of insurance coverage under the various Insurance
Policies is essential to the continued operation of the Debtors'
businesses and is required under the United States Trustee's
Operating Instructions and Reporting Requirements for Chapter 11
Cases, the laws of the various states in which the Debtors
operate, and the Debtors' various financial agreements, Mr. Chehi
points out.

If the Debtors do not make any of the payments as they become
due, the stay will be automatically lifted to enable FIFC or
third parties, including insurance companies providing the
coverage under the Insurance Policies, to take all steps
necessary and appropriate to cancel the Insurance Policies,
collect the collateral and apply it to the indebtedness owed to
FIFC by the Debtors.

The Debtors also seek authority to finance insurance premiums
associated with the facility located in Janesville, Minnesota
under a separate Commercial Premium Finance Agreement and
Disclosure Statement.  The total premiums under the policy
subject to the Janesville Financing Agreement with FIFC equal
$184,957.

Upon entering into the Janesville Financing Agreement, the
Debtors propose to make a down payment of $46,239 and the Debtors
will finance $138,717.  Pursuant to the proposed agreement, the
Debtors will be charged an annual percentage rate of 6.57%,
resulting in an annual assessment of a $3,724 finance charge.
The Janesville Financing Agreement requires eight additional
monthly payments to FIFC, each totaling $17,805 with the next
installment due on February 11, 2009.

The Debtors, Mr. Chehi says, have made one monthly installment
payment totaling $17,805, leaving a balance of approximately
$121,707, payable in seven equal monthly installments.

The Debtors seek authority to pay the remaining installments
under the Financing Agreements as they come due in the
approximate aggregate amount of $4,004,775.


VERASUN ENERGY: U.S. Trustee to Continue 341 Meeting on March 5
---------------------------------------------------------------
The Office of the United States Trustee filed a notice with the
U.S. Bankruptcy Court for the District of Delaware informing
parties-in-interest in the bankruptcy cases of VeraSun Energy
Corp. and its affiliates that the meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code, commenced on
December 2, 2008, and continued to February 5, 2009, has been
adjourned to March 5, 2009.

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).


VONAGE HOLDINGS: Market Value $100-Mil.; Receives NYSE Notice
-------------------------------------------------------------
Vonage Holdings Corp. received on February 9, 2009, notification
from the New York Stock Exchange that the Company had fallen below
the continued listing standard that requires a minimum average
global market capitalization of not less than $100 million over a
consecutive 30 trading-day period.

The Company intends to notify the NYSE that it will submit a plan
within 45 days from the receipt of the NYSE notice that
demonstrates its ability to regain compliance within 18 months.
Upon receipt of the Company's plan, the NYSE has 45 calendar days
to review and determine whether the Company has made a reasonable
demonstration of its ability to come into conformity with the
relevant standards within the 18-month period. The NYSE will
either accept the plan, at which time the Company will be subject
to ongoing monitoring for compliance with this plan, or the NYSE
will not accept the plan and the Company will be subject to
suspension and delisting proceedings.

During this cure period, the Company's shares will continue to be
listed and traded on the NYSE, subject to the Company's compliance
with other NYSE continued listing standards.

The Company's business operations, credit agreement and Securities
and Exchange Commission reporting requirements are unaffected by
this notice.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with more than 2.6 million subscriber lines.
Its technology enables anyone to make and receive phone calls with
a touch tone telephone almost anywhere a broadband Internet
connection is available.  Vonage's service is sold on the web and
through national retailers including Best Buy, Wal-Mart Stores
Inc. and Target and is available to customers in the U.S., Canada
and the United Kingdom.

                           *     *     *

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage's balance sheet at Sept. 30, 2008, showed total assets of
$429,636,000, total liabilities of $519,634,000, resulting in a
stockholders' deficit of $89,998,000.  As of Sept. 30, 2008, the
company has a working capital deficit of $248,117 caused by
$253,460 of Notes being classified as a current liability since
they could have been put to the company by the holders on Dec. 16,
2008.  On Oct. 19, 2008, the company entered into definitive
agreements for the Financing consisting of (i) a $130,300 First
Lien Senior Facility, including an original issuance discount of
$7,200, (ii) a $72,000 Second Lien Senior Facility and (iii) the
sale of $18,000 of the Company's Convertible Notes.  The Financing
was consummated on Nov. 3, 2008.


WASHINGTON MUTUAL: Gets Permission to Sell FTV Stake for $3.2MM
---------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorizes Washington Mutual Inc. to sell its limited
partnership interests with related capital commitments in the FTV
Funds for $3,463,900, consisting of:

FTV Fund Partnership                          Purchase Price
--------------------                          --------------
Financial Technology Ventures (Q), L.P.           $599,978
Financial Technology Ventures II (Q), L.P.       2,700,000
FTVentures III, L.P.                               163,922

The Sale of the FTV Assets will be free and clear of all liens
under Section 363(f) of the Bankruptcy Code, to Industry Ventures
Fund V, L.P., a limited partner in certain of the FTV Funds.
Industry Ventures is granted the protections afforded by Section
363(m) of the Bankruptcy Code.

Prior to the Court's ruling, the Debtors certified that they
received no objection, answer or responsive pleading with respect
to the Sales.

                JPMorgan to Close Branches in March

Meanwhile, as part of its integration efforts, JPMorgan Chase &
Co. will close 36 of 111 branches operated by Washington Mutual,
Inc. in Houston, Texas, beginning in March 2009, the Houston
Business Journal reported.

Across the state of Texas, JPMorgan Chase is closing 88 WaMu
branches, and keeping 169.  JPMorgan Chase says by mid-2009, the
rest of the WaMu branches in Houston will be operating under the
Chase brand. Following the consolidation, the combined Chase-WaMu
entity will have 220 branches in the Houston region, according to
the report.

In addition, Chase intends to open five new branches in the
Houston area by the end of 2009, the Houston Business Journal
added.  Similarly, 12 of the 22 WaMu branches in San Antonio are
expected to close, and the remaining 10 will be converted to the
Chase, the San Antonio Business Journal related in a separate
report.

JPMorgan Chase spokesman Greg Hassell told the newspaper that
"virtually all" employees at the WaMu branches will land a job
with JPMorgan Chase.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Pens Deal Continuing Towers Perrin's Services
----------------------------------------------------------------
Prior to the Petition Date, Towers, Perrin, Forster & Crosby
served as Washington Mutual Inc.'s Enrolled Actuary under Section
3042 of the Employee Retirement Income Security Act of 1974.
Towers Perrin provided the Debtors with various employee benefit
plan consultation and administration services as well and services
related to pension plan liability measurements.

Specifically, Towers Perrin's prepetition services included:

  -- actuarial estimates, calculations and annual certifications
     of Department of Labor Form 5500 filings of employee
     benefit plan liabilities and ERISA funding requirements;

  -- fulfilling ERISA plan sponsor requirements; and

  -- financial reporting in connection with the ERISA
     issues.

Since the Petition Date, the Parties have discussed the Debtors'
request for the continuation of the Towers Perrin Prepetition
Services.  In this regard, the Parties entered into a stipulation
dated February 4, 2009, which details the continuation of the
Services postpetition.  Under the Stipulation, the Debtors may
pay Towers Perrin for postpetition services.

Towers Perrin is not a "professional person" pursuant to the
Section 327(a) of the Bankruptcy Code, which provides that a
"professional person" is limited to persons which play a central
role in the administration of the debtor proceedings.  Thus,
Towers Perrin need not be employed as the Debtors' professional,
nor file fee applications for compensation and reimbursement of
expenses.

However, in the event Towers Perrin performs any services
relating to Employee Benefit Plan termination, wind-up, or
transfer and settlement, the firm will seek to be retained as a
professional in WaMu's cases.

The Stipulation will not be construed or deemed to amend or
modify any of the agreements between and among the Parties, or
constitute an assumption or a rejection of any of their
agreements.

The Debtors will provide notice of the Stipulation to the United
States Trustee, counsel to the Official Committee of Unsecured
Creditors, and all parties that sought service of papers in the
Chapter 11 proceedings, in accordance with Rule 2002 of the
Federal Rules of Bankruptcy Procedure.

A hearing to consider the Stipulation is scheduled on
February 27, 2009.  Objections, if any, must be filed by
February 20.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Gave $151MM to Bank Unit 1 Yr. Before Collapse
-----------------------------------------------------------------
In an amended statement of financial affairs filed with the U.S.
Bankruptcy Court for the District of Delaware, Washington Mutual,
Inc., disclosed payments it made to Washington Mutual Bank from
October 2007 to September 2008, totaling $151,934,564:

    Date Paid                    Amount Paid to WMB
    ---------                    ------------------
   10/11/2007                          $857,230
   10/18/2007                         3,446,107
   11/08/2007                             1,189
   11/15/2007                           254,364
   12/13/2007                           186,438
   01/10/2008                         6,863,343
   01/17/2008                             2,190
   02/07/2008                         2,319,329
   03/06/2008                             7,948
   03/13/2008                           773,837
   03/31/2008                        14,030,414
   04/10/2008                         4,488,747
   04/24/2008                         3,759,043
   05/08/2008                         2,598,863
   05/30/2008                         1,240,005
   06/19/2008                               170
   06/26/2008                        10,520,771
   07/24/2008                           581,788
   08/14/2008                         1,431,922
   08/21/2008                         4,194,820
   09/11/2008                           112,923
   09/25/2008                         4,101,278
   10/18/2007                           175,635
   10/25/2007                           305,110
   10/31/2007                         1,434,522
   11/08/2007                         4,966,409
   11/15/2007                           725,599
   12/13/2007                         8,865,013
   12/31/2007                             6,205
   01/10/2008                         6,362,822
   01/17/2008                           914,011
   01/31/2008                        12,447,072
   02/07/2008                         3,377,908
   02/14/2008                           292,691
   02/21/2008                           671,242
   02/29/2008                           750,288
   03/13/2008                         3,256,230
   03/20/2008                         1,096,451
   04/10/2008                         3,429,936
   05/15/2008                         1,956,466
   05/22/2008                         3,062,583
   06/19/2008                         1,422,117
   06/30/2008                         5,284,659
   07/10/2008                         2,598,631
   07/24/2008                         2,879,785
   08/07/2008                         1,805,099
   08/14/2008                         2,573,609
   09/11/2008                           614,326
   09/18/2008                        17,205,753
   09/25/2008                         1,681,646

WaMu also listed two pension funds to which it has contributed
within six years prior to the Petition Date:

  Pension Fund                   Taxpayer Identification No.
  ------------                   ---------------------------
  Retirement Income Plan                 09-1653725
  for Salaried Employees
  of Lakeview Savings Bank

  Washington Mutual, Inc.                91-1653725
  Cash Balance Pension Plan

WaMu also updated the list of lawsuits and administrative
proceedings to which it is or was a party within one year to the
Petition Date, a full-text copy of which is available for free at
http://bankrupt.com/misc/WaMu_AmendedLawsuitsList.pdf
The Debtor's amended list of Litigation contains certain
proceedings that were intended to be filed against Washington
Mutual Bank, but were inadvertently filed against WaMu.

WaMu Chief Financial Officer John Maciel noted that the Debtor's
current Statement of Financial Affairs reflects information
available to the Debtor and its professionals as of January 16,
2009.

WaMu also revised the list of entities in which it was a partner,
or owned 5% percent or more of the voting or equity securities
within six years immediately preceding the Petition Date.  A
complete list of those entities is available for free at:

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

WaMu also submitted to the Court on January 27, 2009, a revised
schedule of assets and liabilities, which reflect immaterial
amendments.  Specifically, WaMu updated Schedule F on the list of
creditors holding unsecured non-priority claims, with entities
asserting unliquidated or unsecured amounts.  WaMu's total
liabilities with respect to Schedule F remain at $7,831,843,148.

A full-text copy of WaMu's Amended Schedule F is available for
free at:

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

As disclosed in its original Schedules, WaMu's assets aggregate
$4,485,265,926, while its liabilities total $7,832,281,789.

John Maciel, WaMu's chief financial officer, cautioned parties-
in-interest that while WaMu has made reasonable effort to ensure
the accuracy of its Schedules, the information are largely
provided by JPMorgan Chase Bank, National Association, as
custodians of most of the Debtor's books and records, as of
December 18, 2008.

The current Schedules reflect information available to WaMu and
its professionals as of January 16, 2009, Mr. Maciel clarified.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Gets Okay to Pay November Bankruptcy Fees
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Washington Mutual Inc. to pay professional fees and reimburse the
firms' out-of-pocket expenses for the period from November 1 to
30, 2008.

The Debtors filed separate certificates of no objection to the
fee applications of three professionals in their Chapter 11
cases.

The Professionals are:

Professional                           Fees       Expenses
------------                           ----       --------
Davis Wright Tremaine LLP            $117,476         $82
Pepper Hamilton LLP                   283,647      14,908
Richards, Layton & Finger, P.A.        16,548       4,137

In a separate filing, the Debtors clarified that they will pay
FTI Consulting, Inc.:

  -- $537,698, representing 80% of the firm's professional fees;
     and

  -- $11,750, as reimbursement for expenses it incurred in the
     course of rendering services to the Debtors.

A certificate of no objection was previously filed with the Court
with respect to FTI's Fee Application.

Meanwhile, six professionals seek the Court's allowance of their
professional fees and the reimbursement of their expenses for
these fee periods:

Professional                Fees       Expenses     Fee Period
------------                ----       --------     ----------
Akin Gump Strauss         $571,896     $21,753      12/01/08 to
Hauer & Feld LLP, as                                12/31/08
co-counsel to the
Official Committee of
Unsecured Creditors

FTI Consulting, Inc.,      323,746       3,294      12/01/08 to
as financial advisor                                12/31/08
to the Creditors
Committee

Pepper Hamilton LLP, as    214,419      15,956      12/01/08 to
co-counsel to the                                   12/31/08
Creditors Committee

Shearman & Sterling LLP    293,714       6,879      10/08/08 to
as the Debtors' special                             12/31/08
tax litigation counsel

Miller & Chevalier          45,126           0      10/08/08 to
Chartered, as the                                   12/31/08
Debtors' special counsel

Richards, Layton &          19,189       2,554      12/01/08 to
& Finger, P.A., as                                  12/31/08
the Debtors' counsel

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WAVE SYSTEMS: Regains Compliance with NASDAQ Market Cap Rule
------------------------------------------------------------
Wave Systems Corp. received notice from the NASDAQ Stock Market
confirming that the market value of the company's Class A common
stock has been above $35 million for 10 consecutive trading days,
in compliance with the rules governing continued listing on the
NASDAQ Capital Market.

Wave received a delisting notice from the NASDAQ Stock Market in
August for Wave's failure to comply with the $50 million market
value continued-listing requirement of the NASDAQ Global Market.
Wave appealed the matter and requested that its listing be
transferred to the NASDAQ Capital Market.  In December, NASDAQ
granted the request and transferred the company's listing to the
NASDAQ Capital Market, requiring Wave to demonstrate compliance
with the $35 Million market value rule by February 17, 2009 in
order to maintain its listing.

Although Wave will continue to be listed on the NASDAQ Capital
Market based on compliance with the $35 million market value rule,
Wave remains required to gain compliance with the $1.00 minimum
closing bid price listing requirement of the NASDAQ Capital
Market.  Based on the NASDAQ Stock Market's suspension of the
enforcement of the bid price rule, Wave has until on or about
August 14, 2009 to gain compliance with the bid price rule. If
Wave does not gain compliance with the bid price rule by the end
of the compliance period, Wave may be subject to delisting or may
be entitled to an additional 180-day period if Wave meets the
other initial listing requirements of the NASDAQ Capital Market at
the end of the compliance period.

Wave plans to exercise diligent efforts to maintain the listing of
its common stock on the NASDAQ Capital Market, but there is no
assurance that it will be successful in doing so.

         Series K Preferred Stock Converts to Common Stock

All of the issued and outstanding shares of the company's 8%
Series K convertible preferred stock have been automatically
converted into shares of the company's Class A common stock as of
February 5, 2009 (at a rate of 10,000 shares of common stock for
each of the 456 shares of Series K preferred stock). The average
of the closing bid prices of the company's Class A common stock
for the fifteen-day trading period ending on February 5, 2009 was
$0.706, exceeding the bid price target of $0.70 per share set
forth in the Series K charter, and resulting in the automatic
conversion of the securities into common stock and the elimination
of any future dividend obligation on the Series K securities.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems (WAVX) --
http://www.wave.com/-- provides software on critical enterprise
PC security challenges such as strong authentication, data
protection, network access control and the management of these
enterprise functions.  Wave is a pioneer in hardware-based PC
security and a founding member of the Trusted Computing Group
(TCG), a consortium of nearly 140 PC industry leaders that forged
open standards for hardware security. Wave's EMBASSY(R) line of
client- and server-side software leverages and manages the
security functions of the TCG's industry standard hardware
security chip, the Trusted Platform Module (TPM). TPMs are
included on tens of millions of PCs and are standard equipment on
many enterprise-class PCs shipping today. Using TPMs and Wave
software, enterprises can substantially and cost-effectively
strengthen their current security solutions.


YELLOW BLUFF: Mum About January Chapter 11 Filing
-------------------------------------------------
Alena Parker at Coastalcourier.com reports that Yellow Bluff
Development has remained mum about its Chapter 11 bankruptcy
filing on January 6, 2009, in the U.S. Bankruptcy Court for the
Southern District of Georgia.

James L. Drake Jr., Esq., at  James L. Drake, Jr., P.C., assists
Yellow Bluff in its restructuring effort, says Coastalcourier.com.

According to Coastalcourier.com, about 33 letters were sent out on
January 9 to Yellow Bluff's creditors.  Coastalcourier.com says
that the creditors can attend a February 11 public meeting in the
Savannah bankruptcy court.  Coastalcourier.com quoted Sam Kay, a
clerk of bankruptcy court for the Southern district, as saying,
"That's where the creditor has the opportunity to question the
offices of the debtor about the bankruptcy.  The debtor has four
months to get a plan of reorganization together and propose how
they'll pay their debtors."

Coastalcourier.com relates that Yellow Bluff has $1.2 million in
unsecured debts, including $241,959 to the company's second
largest creditor, Paul Krebs Construction, which, according to
court documents, is seeking an unliquidated, disputed lawsuit over
its claim.  The lawsuit is contingent and no legal action can
currently be taken other than bankruptcy court, Coastalcourier.com
says, citing Mr. Kay.

Coastalcourier.com states that Ren Keel, one of Yellow Bluff's
partners, served as the signing authority on the bankruptcy
records.

Yellow Bluff Development is a housing development in Savannah,
Georgia.


YELLOWSTONE CLUB: Former Owner Tim Blixseth May Try to Buy Firm
---------------------------------------------------------------
The attorneys for Tim Blixseth, the founder and former owner of
Yellowstone Club, said that their client has "strong interest" in
bidding for the club, according to court documents.

Jonathan Weber at New West Network relates that Mr. Blixseth
relinquished control of Yellowstone Club to his ex-wife Edra in a
divorce settlement that was finalized in August 2008.

New West Network quoted Mr. Blixseth as saying, "Given what we now
have discovered about how and why this has happened, I would have
never sold Yellowstone Club.  My ultimate goal is to insure that
the hard working men and woman of Montana who are creditors, and
in many cases, friends, are treated fairly, and that the dream I
shared with hundreds of families over the years will ultimately be
fulfilled."

                    About Yellowstone Club

Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a
private golf and ski community with more than 350 members,
including Bill Gates and Dan Quayle.  It is located near Big Sky,
Montana.  It was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


* David Shaev Joins NACBA in Efforts to Modify Bankruptcy Law
-------------------------------------------------------------
NYC consumer bankruptcy attorney David B. Shaev will join fellow
members of The National Association of Consumer Bankruptcy
Attorneys (NACBA) from around the country as they meet in
Washington, D.C., on February 9 and 10 for training and
discussions with legislators to support the passage of the
"Helping Families Save Their Homes in Bankruptcy Act of 2009"
along with companion bills that have been introduced in the House
of Representatives and Senate.

Mr. Shaev, a fervent consumer rights advocate frequently sourced
by the media, announced his participation in the Capital Hill
meeting Inauguration Day on The PIX 11 Morning News where he is a
frequent guest.  "We are at a critical juncture in our economy;
decisive action needs to be taken now; not doing so leads to
disastrous consequences.  Proposals that rely on mortgage lenders
to voluntarily modify loans have failed to stem the tide of
foreclosures.  As long as we maintain the status quo, we are going
to see additional homes dumped on the market; prices will continue
their tailspin, contributing to the growing financial crisis."

The proposed law would allow bankruptcy judges to modify mortgages
on a homeowner's principal place of residence, as is currently
allowed on vacation homes, boats, commercial real estate,
vehicles, and farms.  Modifications could include reducing the
principle, interest rate and lengthen the time for repayment.  The
restructuring mortgages would help homeowners avoid foreclosure,
provide stability to the housing market, save neighborhoods and as
a result, boost the economy.

According to Mr. Shaev, the next priority he has his sights on is
the growing student loan problem.  Section 523 of the Bankruptcy
Code states that student loans are not dischargeable, with very
few exceptions. "This is a systemic problem where students are
graduating with hundreds of thousands in debt that they will be
unable to pay or discharge under the current bankruptcy laws.  We
need to raise awareness and educate the public."


* Treasury Says Changes in Bank Bailout Minor
---------------------------------------------
Maya Jackson Randall, Deborah Solomon, and Damian Paletta at The
Wall Street Journal report that a Treasury spokesperson said that
the financial rescue plan is "intact" and just undergoing minor
revisions.

"It's basically intact -- done, but there are minor tweaks
happening.  We are ready to announce what we believe is a
comprehensive forward-looking plan tomorrow [February 10]," WSJ
quoted the spokesperson as saying.

According to WSJ, Treasury Secretary Timothy Geithner is expected
to disclose the Obama administration's new plans for boosting
credibility to the $700 billion financial rescue plan that the
Bush administration started up in 2008.  WSJ states that the
bailout plan includes:

     -- fresh cash injections into banks,

     -- new programs to help possibly 2.5 million struggling
        homeowners,

     -- a significant expansion of a Federal Reserve program
        designed to jump-start consumer lending, and

     -- a mechanism to allow banks to get rid of bad assets.

Citing people familiar with the matter, WSJ states that Mr.
Geithner would announce that the government will collaborate with
the private sector to buy banks' troubled assets.  As reported by
the Troubled Company Reporter on Feb. 9, 2009, Mr. Geithner is
considering a partnership with the private sector in buying banks'
troubled assets.

WSJ relates that while, Brian Sterling, co-head of investment
banking for advisory firm Sandler O'Neill & Partners, finds the
government-private sector collaboration an "interesting tool"
worth exploring, some investors are concerned about joining with
the government in such an arrangement if the rules of engagement
weren't guaranteed to remain consistent.

WSJ states that J.P. Morgan Chase & Co. executives believe that it
may be wiser to hold on to troubled assets that have already been
written down, in case the bank can recoup losses when markets
revive.

WSJ reports that these elements would likely be included in the
plan:

   -- inclusion of assets beyond the student-loan, auto-
      loan and credit-card debt it was set up to absorb in the
      Fed's Term Asset-Backed Securities Loan Facility;

   -- a second round of cash injections in financial firms with
      more strict terms like a requirement to modify troubled
      mortgages and better track the federal funds;

   -- the Federal Deposit Insurance Corp. would be able to help
      dismantle troubled financial firms beyond the depository
      institutions over which it now has authority.

   -- the FDIC would guarantee a wider range of debt that banks
      issue to fund loans;

   -- an up to $100 billion help for homeowners; and

   -- changes in public relations, aimed at improving the
      bailout's poor image.  The administration is considering
      renaming the $700 billion Troubled Asset Relief Program and
      making it independent of the Treasury.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 5-7, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casurina, Grand Cayman Island, Alabama
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 2, 2009
  ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
     Chicago Regional Conference
        Union League Club of Chicago, Chicago, Illinois
           Contact: 1-541-858-1665; http://www.airacira.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 14-16, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        St. John's University School of Law, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Jan. 23, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***