TCR_Public/090216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 16, 2009, Vol. 13, No. 46

                            Headlines


858-874 NOBLE: Voluntary Chapter 11 Case Summary
A & E INTERSTATE: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Fitch Further Pushes IDR in Junk Territory
ADVENTURE INNS: Voluntary Chapter 11 Case Summary
AGAPE WORLD: Court OKs Involuntary Petition for Ch. 7 Liquidation

AIRTRAN HOLDINGS: Names Michael P. Jackson to Board of Directors
AIRTRAN HOLDINGS: Posts $273.8 Million Net Loss in 2008
ALERIS INT'L: May Tap $150MM From Loan; First Day Motions Okayed
ALERIS INTERNATIONAL: Chapter 11 Filing Cues S&P's 'D' Rating
AMERICAN ACHIEVEMENT: Appoints David Richman to Board

APPLIANCE SOLUTIONS: Voluntary Chapter 11 Case Summary
APPLIED ABATEMENT: Voluntary Chapter 11 Case Summary
ARVINMERITOR INC: Dim Auto Industry Outlook Cues S&P's Junk Rating
AUDATEX HOLDINGS: Moody's Affirms 'Ba3' Corporate Family Rating
ATLANTIS PLASTICS: Stadium Capital Discloses 11.3% Equity Stake

BALLY TOTAL: Seeks June 1, 2009 Extension of Removal Period
BALLY TOTAL: Has Interim Access to Cash Collateral Until Feb. 25
BALLY TOTAL: Holding Corp. Files Schedules and Statement
BALLY TOTAL: Greater New York Files Schedules and Statement
BORDIER NURSERY: Wants BDO Consulting as Financial Advisor

BORDIER'S NURSERY: U.S. Trustee Appoints 7-Member Creditors Panel
BUCKEYE TECHNOLOGIES: S&P Gives Stable Outlook; Keeps BB- Rating
CADENCE INNOVATION: Magna Unit Acquires European Operations
CANWEST GLOBAL: May Go Bankrupt; Mulls Sale of Five TV Stations
CAPE ANIMAL: Voluntary Chapter 11 Case Summary

CAPITAL GROWTH: Amends Securities Purchase Agreement
CARITAS HEALTH: U.S. Trustee Forms Five-Member Creditors Panel
CATHEDRAL BAPTIST: Voluntary Chapter 11 Case Summary
CB RICHARD: Moody's Downgrades Senior Debt Rating to 'Ba2'
CHARYS HOLDING: Vision Opportunity Discloses 5.7% Equity Stake

CHESAPEAKE CORP: Court Sets March 30 General Claims Bar Date
CHESAPEAKE ENERGY: To Get Half of Parallel's Stake in Gas Field
CHRYSLER LLC: Talks on Retiree Trust Fund Restructuring Fail
COMMERCIAL VEHICLE: Moody's Says Restructuring Won't Change Rtng.
CONNECTICUT OPERA: Shuts Doors; Won't File for Bankruptcy

COREL CORP: Files Form 10-K for Year Ended Nov. 3 With SEC
CORN BELT: Illinois Regulators Appoint FDIC as Receiver
CROSS REALTY: Voluntary Chapter 11 Case Summary
CS&W PROPERTIES: Voluntary Chapter 11 Case Summary
CYBER PRO: Voluntary Chapter 11 Case Summary

DB ISLAMORADA: May Sell Furniture and Furnishings at Auction
DELPHI CORP: Salaried Retirees Object to Health Benefit Cutoff
DELTA GRAPHICS: Voluntary Chapter 11 Case Summary
DOLLAR THRIFTY: Amends Credit Agreement to Reduce Outstanding LOC
DOUBLE A: Voluntary Chapter 11 Case Summary

EDUCATE INC: Moody's Downgrades Corporate Family Rating to 'B2'
ENTERCOM RADIO: Moody's Withdraws Ratings for Business Reasons
EQUAN REALTY: Taps Fox Rothschild LLP as General Counsel
FALCON AIRLINK: Tough Economy Pushes Bankruptcy Filing
FIREPOND INC: Asset Foreclosure Sale Scheduled on February 23

FOAMEX LP: Lenders Extend Forbearance Period to February 18
GARY ARMITAGE: Files for Chapter 7 Liquidation in California
GENERAL DATACOMM: Knight Equity Discloses 7.6% Equity Stake
GENERAL MOTORS: May Seek Gov't Financial Backing for Bankruptcy
GENERAL MOTORS: William Powell Will Leave Firm on March 1

GOODY'S LLC: Wants to Hire FTI Consulting as Financial Advisors
GREATER OHIO ETHANOL: Paladin Capital May Acquire Plant
HARTMARX CORP: Can Hire Moelis as Fin. Advisor, Investment Banker
HEALTHEAST CARE: Moody's Cuts Rating on $273.9 Mil. Notes to Ba1
HUMAN TOUCH: Moody's Downgrades Corporate Family Rating to 'Ca'

IDENTIPHI INC: Voluntary Chapter 11 Case Summary
INNOVATION LUGGAGE: Voluntary Chapter 11 Case Summary
IRVINE SENSORS: Signs Subscription Agreement With 5 Investors
IRVINE SENSORS: To File Form 10-Q Report by February 17
JOHN COLVIN: Voluntary Chapter 11 Case Summary

JOHN HOPKINS: Voluntary Chapter 11 Case Summary
JOHNNIE RUTLAND: Voluntary Chapter 11 Case Summary
JOYSTAR/TRAVELSTAR: Court Converts Chapter 7 Case to Chapter 11
KELLY GEARHART: Files for Chapter 7 Liquidation
KINGSLEY TOWERS: Case Summary & 20 Largest Unsecured Creditors

LANDAMERICA FINANCIAL: Sec. 341 Meeting Adjourned to March 6
LANDAMERICA FINANCIAL: Official Exchangers Committee Sought
LANDAMERICA FINANCIAL: Parties Want Funds at Citibank Transferred
LANDAMERICA FINANCIAL: Files Schedules of Assets and Liabilities
LASELL COLLEGE: Moody's Affirms Long-Term Rating at 'Ba1'

LENOX GROUP: KPS Capital Wins Auction for All Assets
LEVI STRAUSS: Nov. 30 Balance Sheet Upside Down by $349.5 Million
LEVI STRAUSS: Elects Martin Coles to Board; Awards CFO Incentive
LYONDELL CHEMICAL: 341 Meeting of Creditors Slated for March 3
LYONDELL CHEMICAL: Seeks Injunction Against Wachovia, Noteholders

LYONDELL CHEMICAL: Court Moves Final DIP Hearing to Feb. 19
LYONDELL CHEMICAL: Asks Court to Cadwalader Engagement
MAINE EARTHMOVING: Voluntary Chapter 11 Case Summary
MARK IV: Weak Credit Metrics Cue Moody's Junk Rating from 'B3'
MASCO CORPORATION: Moody's Reviews 'Ba1' Ratings on $4 Bil. Notes

MICHIGAN HIGHER: Moody's Cuts Bonds Due to Inadequate Collateral
MAVERICK COUNTY: Fitch Cuts Rating on $11.8 Mil. Certs to 'BB'
MTI TECHNOLOGY: Court Extends Plan Filing Deadline to April 16
MUZAK HOLDINGS: Chapter 11 Filing Prompts S&P's Rating Cut to 'D'
MUZAK LLC: S&P Cuts Corporate Credit Rating to 'D'

NAILITE INT'L: Case Summary & 30 Largest Unsecured Creditors
NATCHEZ REGIONAL: Case Summary & 20 Largest Unsecured Creditors
NODGRAPEVINE.COM LLC: Voluntary Chapter 11 Case Summary
NORTH OAKLAND: Moody's Withdraws 'C' Rating on 1993 Bonds
OR OFFSHORE: Liquidation Plan Effective February 11

ORIENTAL TRADING: Moody's Pares Corporate Family Rating to 'Caa3'
OUTLAW ENTERPRISES: Voluntary Chapter 11 Case Summary
PAINT ROCK: Voluntary Chapter 11 Case Summary
PALMILLA DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
PARALLEL PETROLEUM: To Give Chesapeake Half of 35% Stake in Field

PARMALAT SPA: Banca Popolare Group Settles for EUR12.5 Million
PARMALAT SPA: Gets EUR10-Mil. Settlement from Credito Emiliano
PEANUT CORP: Product Recall, Salmonella Outbreak Force Bankruptcy
PFF BANCORP: Putnam Discloses Zero Equity Stake
PIETRO SCOTTI: Voluntary Chapter 11 Case Summary

PILGRIM'S PRIDE: Posts $228.8 Million 4th Quarter 2008 Net Loss
PILGRIM'S PRIDE: Provides Updates on Legal Proceedings
PILGRIM'S PRIDE: Seeks March 2, 2009 Extension of Removal Period
PILGRIM'S PRIDE: Tussles with U.S. Trustee on Consulting Deals
PINNACLE BANK: Oregon Regulators Appoint FDIC as Receiver

PINNACLE HOSPITALITY: Voluntary Chapter 11 Case Summary
PLIANT CORP: Can Access $25 Mil. BoNY Facility on Interim
PLIANT CORP: Moody's Cuts Rating to 'Ca' on Ch. 11 Filing
PLIANT CORP: Chapter 11 Protection Filing Cues S&P's 'D' Rating
PM LIQUIDATING: R. Rajaratnam & Galleon Management Has Zero Stake

POLAROID CORP: Assets Undervalued in Sale, Sovereign Bancorp Says
POTTERY PLUS: Voluntary Chapter 11 Case Summary
PPC INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
PRINCETON OFFICE: Plan Filing Period Extended to May 7, 2009
PRO STAGE: Voluntary Chapter 11 Case Summary

PROVIDENCE SERVICE: Moody's Retains 'B2' Corporate Ratings Review
RAGGED POINT: Voluntary Chapter 11 Case Summary
RAYMOND KALGREN: Voluntary Chapter 11 Case Summary
REMOTEMDX INC: Dec. 31 Balance Sheet Upside Down by $3.7 Million
RH DONNELLEY: S&P Junks Corporate Credit Rating From 'B+'

RIO'S DRYCLEANING: Voluntary Chapter 11 Case Summary
RIVERSIDE BANK: Florida Regulators Appoint FDIC as Receiver
ROBERT FORBES: Voluntary Chapter 11 Case Summary
ROYCE RAY: Voluntary Chapter 11 Case Summary
RURAL/METRO CORPORATION: Moody's Changes Outlook to Stable

RESERVOIR FUNDING: Fitch Junks Ratings on $120-Mil. Notes
SANMINA-SCI CORP: S&P Downgrades Corporate Credit Rating to 'B-'
SBARRO INC: Moody's Downgrades Corporate Family Rating to 'Ca'
SEA CONTAINERS: Plan Effective; "SeaCo" Takes Maritime Interests
SHERMAN COUNTY: Nebraska Regulators Appoint FDIC as Receiver

SIRIUS XM: Swaps $172.5MM of 10% 2009 Notes for Notes Due 2011
SUNILAND HOLDINGS: Voluntary Chapter 11 Case Summary
SUSIE'S STRUCTURES: Voluntary Chapter 11 Case Summary
SYNTAX-BRILLIAN: Goldman Sachs Discloses 5.8% Equity Stake
TENET HEALTHCARE: Sells Two Hospitals to USC

TEREX CORP: S&P Puts BB Corporate Rating on Negative CreditWatch
THE PARENT CO: Sells Three Web Sites to Toys "R" Us
TRIBUNE CO: May Pay $8.8 Million in Incentives to Non-Insiders
TRIBUNE CO: Seeks to Amend JPMorgan Securities Engagement Deal
TRIBUNE CO: Intelsat Seeks $560,000 as Adequate Protection

TRINITY THEO: Voluntary Chapter 11 Case Summary
TRONOX INC: Fitch Withdraws 'D' Rating After Chapter 11 Filing
TRUMP ENTERTAINMENT: Moody's Retains 'Ca' Corporate Family Rating
TWIN VEE: Voluntary Chapter 11 Case Summary
TRUMP ENTERTAINMENT: Forbearance Expires Feb. 17; Bankr. Looms

U-SAFE INVESTMENTS: Asks Court to Dismiss its Chapter 11 Case
VALENCE TECHNOLOGY: Dec. 31 Balance Sheet Upside Down by $63MM
W.P. HICKMAN: Viridian Indus. Offers $5.2MM for Debtors' Assets
WARNER CHILCOTT: S&P Downgrades Corporate Credit Rating to 'BB-'
WAYNE PATCHIN: Voluntary Chapter 11 Case Summary

WELLINGTON PLACE: Voluntary Chapter 11 Case Summary
WOOD PILE: Case Summary & 20 Largest Unsecured Creditors
WORLDSPACE INC: Citadel Discloses 9.9% Equity Stake
XLNC GROUP: Voluntary Chapter 11 Case Summary
YELLOWSTONE CLUB: Creditors Sue Credit Suisse for Fraud

YOUNG BROADCASTING: Files for Bankruptcy to Fix Balance Sheet
YOUNG BROADCASTING: Voluntary Chapter 11 Case Summary

* Grant Thornton Says Over 30% of Homebuilders Are Bankruptcy Risk
* $787B Stimulus Plan Gets Congress OK, President to Sign Tuesday

* BOND PRICING -- For the Week From Feb. 9 to Feb. 13


                            *********


858-874 NOBLE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 858-874 Noble Avenue, LLC
        800 Summer Street, Suite 305
        Stamford, CT 06901

Bankruptcy Case No.: 09-50226

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

Chapter 11 Petition Date: February 10, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Russell Gary Small, Esq.
                  Law Office of Russell Small
                  135 Elm Street
                  Bridgeport, CT 06604
                  Tel: (203) 368-6173
                  Fax: (203) 368-6176
                  Email: rsmall4308@aol.com

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

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

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

The petition was signed by Jeffrey Bell, a member of the company.


A & E INTERSTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: A & E Interstate Carwash Inc.
        11906 Wilshire Blvd., #26
        W. Los Angeles, CA 90025

Bankruptcy Case No.: 09-12766

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
A & E Interstate Properties LLC                    09-12774

Chapter 11 Petition Date: February 9, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: Rafael Shpelfogel, Esq.
                  301 N. Canon Dr., Ste. 301
                  Beverly Hills, CA 90210
                  Tel: (310) 385-1110

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

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

The Debtor's largest unsecured creditor is Car Aroma, of 412 W.
Anehiem Street Wilmington, CA.  The filing does not disclose the
amount of the claim.

The petition was signed by Kami Emien, vice-president of the
company.


ABITIBIBOWATER INC: Fitch Further Pushes IDR in Junk Territory
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings of
AbitibiBowater Inc., Abitibi-Consolidated Inc., Bowater Inc. and
Bowater Canadian Forest Products Inc. to 'C' and other affiliated
debt ratings:

AbitibiBowater Inc.

  -- IDR to 'C' from 'CCC'.

Abitibi-Consolidated Inc.

  -- IDR to 'C' from 'CC';
  -- Senior secured term loan to 'B-/RR1' from 'CCC/RR1';
  -- Secured notes to 'B-/RR1' from 'CCC/RR1';
  -- Long-term unsecured to 'C/RR6' from 'CC/RR4'.

Bowater Incorporated

  -- IDR to 'C' from 'CCC';
  -- Secured revolver to 'B-/RR1' from 'B/RR1';
  -- Senior unsecured debt to 'C/RR6' from 'CCC/RR4'.

Bowater Canadian Forest Products Inc.

  -- IDR to 'C' from 'CCC';
  -- Secured revolver to 'B-/RR1' from 'B/RR1';
  -- Senior unsecured debt to 'C/RR6' from 'B-/RR2'.

No Rating Outlook is assigned.

These rating actions follow a rapid deterioration in the pulp
markets (both demand and price) which began in the fourth quarter
of last year.  In tandem markets have grown weaker in newsprint,
light-weight coated papers and lumber.  All have contributed to a
liquidity crunch at Bowater and a distressed debt exchange offer
by the company to remedy further cash erosion.

Fitch's criteria for a DDE include a reduction in the aggregate
principle received of bonds being asked to tender in an exchange
and an admission of a potential default were the exchange not to
occur.  These conditions exist in the Bowater exchange.  Bowater
has offered a package of second and third lien notes for six
series of senior unsecured notes maturing this year through 2021.
If wholly successful the repayment of $248 million, $234 million
and $600 million of debt maturing this year, 2010 and 2011,
respectively, will have been pushed out until 2012 with a
significant loss of principle.  As an inducement for the exchange,
the unsecured notes are being offered security interests in
Bowater's fixed assets (including the Catawba and Calhoun pulp and
paper mills) plus subordinate interests in collateral granted to
Bowater's banks, all subject to a consent amendment to the
unsecured notes which would permit the security grants as
envisioned.  The face value of the second and third lien notes
received by tendering unsecured note holders will be substantially
less than the face value of the notes being tendered, and Bowater
stands to benefit from an approximate
$600 million plus reduction in total debt if the exchange offer is
wholly successful.

Bowater is also looking to raise new money through the sale of a
series of first lien notes due 2011 which is also being offered to
the unsecured note holders solicited in the tender, said liens
ranking ahead of those offered as tender consideration.  If the
subscription is wholly successful, a little more than
$211 million will be raised from the unsecured note holders before
fees.  In addition, Fairfax Financial Holdings Limited has
separately agreed to purchase $80 million of the first lien notes
contingent upon the results of the exchange offer and unsecured
note holders' subscriptions to the first lien notes.  Bowater
intends to use approximately $40 million and $43 million to
permanently reduce amounts outstanding under Bowater's U.S. bank
credit facility and BCFPI's Canadian bank credit facility,
respectively.

If the exchange offer is completed and the first lien notes are
partially or wholly sold, Fitch would lower the IDR of Bowater to
'RD' before taking further rating actions on existing debt
securities and rating those which are the final result of the
exchange offer.  Prospectively, it is likely that Fitch would
raise Bowater's IDR to 'CC' or potentially higher if the results
of the exchange are wholly successful and if no other rating
issues have emerged.

The IDRs of 'C' assigned to AbitibiBowater Inc. and designated
subsidiaries signify situations where defaults are probable or
imminent due to concerns surrounding the business environment that
is afflicting Bowater, the amount of debt maturing in the near
term, and the likely prospects of refinancing maturing debt in the
current credit environment.

AbitibiBowater Inc. together with Bowater, Abitibi-Consolidated
Inc. and subsidiaries produce a wide range of newsprint,
commercial printing papers, market pulp and wood products.
AbitibiBowater Inc. owns or operates 25 pulp and paper facilities
and 30 wood product facilities in the United States, Canada, the
United Kingdom and South Korea.


ADVENTURE INNS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Adventure Inns, LLC
        dba Grey Goose Lodge
        dba Country Kitchen
        dba La Paloma Sola Mexican Restaurant
        201 Chuck Wagon Road
        Ogallala, NE 69153

Bankruptcy Case No.: 09-40294

Chapter 11 Petition Date: February 9, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Judge: Thomas L. Saladino

Debtor's Counsel: Gregory J. Beal, Esq.
                  Gregory J. Beal & Associates, P.C.
                  PO Box 90
                  203 West 2nd
                  Ogallala, NE 69153
                  Tel: (308) 284-4051
                  Fax: (308) 284-3596
                  Email: longhornlaw1@qwestoffice.net

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

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

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

            http://bankrupt.com/misc/neb09-40294.pdf

The petition was signed by Lenard Coleby, manager of the company.


AGAPE WORLD: Court OKs Involuntary Petition for Ch. 7 Liquidation
-----------------------------------------------------------------
Michael H. Samuels at Long Island Business News reports that the
Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York has approved investors' Agape World
Inc. of petition to put the company into Chapter 7 bankruptcy
protection.

Thomas Maier at Newsday.com relates that five investors claimed
that they were defrauded in an alleged $380 million scam by
Nicholas Cosmo, who was arrested in January for allegedly
masterminding a Ponzi scheme and is being held in jail.

According to Newsday.com, the investors are seeking to recover
whatever money may be left in Agape World.  Court documents say
that about $746,000 remains from the money collected by Mr. Cosmo
and other associates in Agape World.

Newsday.com quoted Mark S. Mulholland, the attorney for the
investors, as saying, "The money has disappeared -- at least
temporarily -- to the four winds.  Our action is to put Agape
World into bankruptcy court with a trustee who can oversee things.
Right now, no one is running the store."

Mr. Mulholland said that he's been in contact with 36 other
investors claiming that they lost money with Agape World,
Newsday.com states.  Citing federal officials, the report says
that Agape World promised above-market average returns on loans
made to businesses.

Mr. Cosmo is looking for a lawyer for the bankruptcy case,
Newsday.com reports, citing. Stacey Richmond, an attorney for
Mr. Cosmo in his criminal case.

According to court documents, Mr. Mulholland alleged that
Mr. Cosmo created Agape World to run a Ponzi scheme, and made only
$10 million in legitimate loans.  Court documents say that
Mr. Cosmo and his associates lost the bulk of the money collected
from investors in a wide array of activities, including
$100 million into risky commodities trades where Mr. Cosmo lost
about $80 million.

According to Long Island Business, Mr. Mulholland said tha6t he
h6oped money and property accumulated by Mr. Cosmo and his brokers
would be included as Agape World assets, which could result in the
confiscation of tens of millions of dollars worth of luxury cars,
expensive jewelry, and posh real estate properties.  Investors
6w6ho received money from Agape World through interest payments
might have to return their money, the report says, citing Mr.
Mulholland.

Long Island Business states that Judge Eisenberg ordered that an
i8nterim trustee be appointed immediately to start finding out who
Agape World's creditors are.

Mr. Cuomo, says Long Island Business, had already been forced into
Chapter 7 bankruptcy in May 1998 due to debts with creditors that
included American Express, Marine Midland Bank (now HSBC), and the
Tennessee Department of Revenue.

According to court documents, federal prosecutors said that the
government and the defense "are engaged in plea negotiations,
which they believe are likely to result in a disposition of this
case without trial."  Stacey Richman, Agape World's defense
lawyer, denied the negotiations, Martha Graybow at Reuters
relates.

Citing Ms. Richman, Reuters states that the two parties were still
investigating the case and had only jointly agreed to extend by a
month a February deadline for the government to seek a federal
grand jury indictment against Mr. Cosmo.  Ms. Richman, according
to court documents, said that Agape World had agreed to the delay
"so that the defense and the government can engage in further
discussions about the disposition of this matter."

Robert E. Kessler at Newsday relates that U.S. Magistrate E.
Thomas Boyle granted Ms. Richamn's request for a delay in the
criminal case against Mr. Cosmo until the middle of March.
Newsday notes that Ms. Richman said that she had requested the
delay because she was new to the case and "investigating what
happened.  I still don't have all the paperwork."

Reuters reports that The Commodity Futures Trading Commission has
also brought civil charges against Mr. Cosmo and Agape World.

Hauppauge-based Agape World Inc. -- http://www.agapeworldinc.net/
-- is a private bridge lender since 1999.


AIRTRAN HOLDINGS: Names Michael P. Jackson to Board of Directors
----------------------------------------------------------------
AirTran Holdings, Inc., (NYSE: AAI), the parent company of AirTran
Airways, Inc., disclosed February 12, 2009, that Michael P.
Jackson has been elected to the company's Board of Directors. His
term commences immediately.

"Michael's extensive background in the aviation industry will
serve our Board and shareholders well," said Bob Fornaro,
chairman, president and chief executive officer for AirTran
Airways.  "We welcome him to AirTran and have confidence that he
will be an asset in helping us uphold our commitment to provide
outstanding service and shareholder value."

Mr. Jackson, 54, is president and founder of Firebreak Partners,
LLC, which finances and deploys high-value security technologies
to protect critical infrastructure.  Prior to his current
position, Mr. Jackson was the Deputy Secretary of the U.S.
Department of Homeland Security (DHS), a role in which he served
as the chief operating officer responsible for day-to-day
operations of a department with an employee base of 210,000 and a
budget of $48.5 billion.  In addition, Mr. Jackson served as
Deputy Secretary of the U.S. Department of Transportation (DOT)
from May 2001 to August 2003 where he particularly focused on
DOT's response to the 9/11 terrorist attacks.  Prior to joining
DOT in 2001, he worked as chief operating officer at Lockheed
Martin IMS's Transportation Systems and Services.

During his distinguished career, Mr. Jackson has held positions
for three U.S. Presidents and has coordinated substantial policy,
delivered frequent Congressional testimony and interfaced with
U.S. and foreign government officials.  He has served on the Board
of Directors for Amtrak.

A native of Houston, Texas, Mr. Jackson has a B.A. from University
of Houston and a Ph.D. with distinction from the Government
Department at Georgetown University.  He currently resides in
northern Virginia with his wife, Caron, and their daughter.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

                          *     *     *

The Troubled Company Reporter said on Aug. 29, 2008, that Standard
& Poor's Ratings Services has lowered its ratings on AirTran
Holdings Inc., including the corporate credit rating, which it
lowered to 'CCC+' from 'B-'.  At the same time, S&P removed the
ratings from CreditWatch, where they had been placed with negative
implications on May 22, 2008.  The outlook is stable.


AIRTRAN HOLDINGS: Posts $273.8 Million Net Loss in 2008
-------------------------------------------------------
Robert L. Fornaro, chairman of the board, president and chief
executive officer of AirTran Holdings, Inc., disclosed in a
regulatory filing dated February 13, 2009, that despite the
Company's efforts to increase unit revenues, control costs, and
reduce capacity, after six consecutive years of profitability, the
Company reported an operating loss of $72.0 million and a net loss
of $273.8 million for 2008.  "Included in our results are gains on
the sale of assets of $23.2 million, an impairment charge to
write-off goodwill of $8.4 million and a non-operating loss on
derivative financial instruments of $150.8 million.  The 2008 loss
was primarily attributable to record high fuel prices during the
first nine months of 2008.  However, during the fourth quarter of
2008 jet fuel prices decreased dramatically and consequently we
reported operating income for the fourth quarter.  The fourth
quarter also includes non-operating losses on derivative financial
instruments which resulted in a pre-tax loss and a net loss for
the quarter."

Mr. Fornaro related that the Company reported fourth quarter
operating income of $54.9 million compared to an operating loss of
$126.9 million for the first three quarters of 2008.  "Our fourth
quarter operating income was also favorably impacted by a 3.4
percent improvement in unit revenue as measured by total revenue
per available seat mile compared to the first nine months of 2008.
Our fourth quarter 2008 unit revenue also improved by 7.9 percent
compared to the fourth quarter of 2007.  The unit revenue
improvement was attributable to both increased average fare and
ancillary revenue levels.  Additionally, our aggregate non-fuel
operating costs decreased $7.8 million compared to the fourth
quarter of 2007 as we reduced capacity as measured by available
seat miles by 6.5 percent."

"Due to the decrease in crude oil prices during the fourth
quarter, we reported a $147.7 million non-operating loss on
derivative financial instruments compared to a non-operating loss
on derivative financial instruments of $3.1 million for the first
nine months.  The fourth quarter non-operating loss on derivative
financial instruments combined with interest expense caused us to
report a loss before income taxes of $114.2 million for the fourth
quarter."

According to Mr. Fornaro, before 2008, the Company positioned
itself as a growth airline.  "We successfully grew our business at
double-digit rates annually from 2000 through 2007 and at a rate
of 4.9 percent in 2008.  Nevertheless, in 2008, to respond to the
challenges of a volatile fuel cost environment in much of 2008, a
weaker macroeconomic environment, and very adverse capital market
conditions, we recast our plans in order to defer previously
planned growth.  We implemented reductions in fleet size,
capacity, and capital expenditures.  We reduced capacity
principally by deferring scheduled aircraft deliveries, reducing
utilization, and by selling B737 aircraft.  We reduced our
capacity in the last four months of 2008 from a planned ten
percent increase to a reduction of approximately seven percent
compared to the comparable period of 2007.  We are also reducing
2009 capacity.  By adjusting our business strategy and
implementing revised tactics, we believe we have positioned
AirTran Airways to deal with the volatile fuel cost environment,
current economic recession, and reduction in consumer demand.  We
expect to be ready to resume our historical growth strategy when
the business environment allows.  We made [these] adjustments to
our strategy to respond to the challenges of a volatile fuel cost
environment and weaker macroeconomic conditions:

   -- reduce the size of our operation and focus on strengthening
      established markets,

   -- continue to aggressively cut costs and reduce non-aircraft
      capital expenditures,

   -- increase cash resources,

   -- mitigate our fuel exposure,

   -- increase revenues, and

   -- provide quality low fare service."

"Based on our current outlook, we expect to reduce capacity as
measured by available seat miles by approximately four percent for
2009 compared to 2008.  Additionally, we expect our 2009 non-fuel
unit operating costs per available seat mile to increase six to
seven percent compared to 2008.  We expect our non-fuel unit
operating costs to increase primarily due to: increases in
aircraft maintenance costs due to the aging of both aircraft
types, a contract cost increase for B717 engine repairs, and an
increased number of heavy airframe checks for our B717 aircraft;
higher employee compensation costs due to higher wage rates
attributable to higher average employee seniority; increased pilot
training expenses; higher airport rents and landing fees; and a
higher percentage of leased aircraft.  Our fuel costs in the first
quarter 2009 are estimated to be between $1.80 and $1.85 per
gallon, including taxes, transportation, and into-plane fees and
excluding the impact of our fuel risk management program.  This
assumes $47 a barrel crude oil and an $18 jet fuel refining
margin."

"Air travel in our markets tends to be seasonal, with the highest
levels occurring during the winter months to Florida and the
summer months to the Northeastern and Western United States.  The
second quarter tends to be our strongest revenue quarter."

As of December 31, 2008, the Company's balance sheet showed total
assets of $2,062,860,000, total liabilities of $1,816,855,000 and
total stockholders' equity of $246,005,000.

A full-text copy of the Company's annual report is available for
free at: http://researcharchives.com/t/s?3979

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

                          *     *     *

The Troubled Company Reporter said on Aug. 29, 2008, that Standard
& Poor's Ratings Services has lowered its ratings on AirTran
Holdings Inc., including the corporate credit rating, which it
lowered to 'CCC+' from 'B-'.  At the same time, S&P removed the
ratings from CreditWatch, where they had been placed with negative
implications on May 22, 2008.  The outlook is stable.


ALERIS INT'L: May Tap $150MM From Loan; First Day Motions Okayed
----------------------------------------------------------------
Aleris International, Inc., said Friday that the U.S. Bankruptcy
Court has granted the relief the Company requested in a series of
court filings known as "First Day Motions."  The orders issued by
the Court will help the Company continue to operate its business
during the reorganization proceedings.

As part of its voluntary filing of petitions for reorganization
under Chapter 11 for it and its wholly-owned U.S. subsidiaries,
Aleris filed First Day Motions to support its employees and
vendors and suppliers, together with its customers and other
stakeholders. Among other things, the Court granted approval for
the Company's request to continue payment of wages and health and
welfare benefits to employees and to pay vendors and suppliers for
goods and services provided on or after the filing date of
February 12, 2009.

Judge Brendan Shannon of the United States Bankruptcy Court,
District of Delaware also granted interim approval for the Company
to access $150 million of its new $1.075 billion debtor-in
possession financing, including a new $500 million term loan.  The
DIP credit facility includes a $575 million revolving credit
facility, which replaces the Company's previous revolving credit
facility, and will be used for the Company's normal operating and
working capital requirements, including employee wages and
benefits, supplier payments, and other operating expenses during
the during the reorganization process.

A hearing for final approval of the First Day Motions has been
scheduled for March 11, 2009. The Company's First Day Motions were
granted, pending, among other things, review by the Creditors'
Committee, which is expected to be formed during the week of
February 20, 2009, and subsequent approval by the Court.
Steven J. Demetriou, Aleris Chairman and CEO, said, "We are
pleased to have received initial approval for our DIP facility and
other first-day motions, which will enable us to transition into
Chapter 11 with minimal disruption and to maintain normal
operations as we move forward."

                   About Aleris International

Aleris International, Inc. produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.


ALERIS INTERNATIONAL: Chapter 11 Filing Cues S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Aleris International Inc. to 'D' from
'CCC-'.  At the same time, Standard & Poor's lowered all of its
issue-level ratings on the company to 'D'.

Pending further information from the bankruptcy proceedings, the
recovery rating on the company's senior secured term loan remains
at '3', indicating S&P's expectations for meaningful (50% to 70%)
recovery, and the recovery rating on the senior unsecured debt
remains at '6', indicating S&P's expectations for negligible (0%
to 15%) recovery.

"The downgrade follows Aleris' announcement that the company and
its U.S. and Canadian subsidiaries have filed voluntary petitions
for reorganization under Chapter 11 in the U.S. Bankruptcy Court"
said Standard & Poor's credit analyst Maurice Austin.

The company also announced that, pending court approval, it has
received commitments for debtor-in-possession financing to fund
continuing operations, including payment of employee wages and
benefits in the ordinary course and payment of post-petition
obligations to vendors under existing terms.

The contemplated DIP financing could further impair the recovery
prospects of the pre-petition term loan lenders who may be unable
to commit to the new DIP financing, which calls for a roll-up of
an equal portion of existing term loans.


AMERICAN ACHIEVEMENT: Appoints David Richman to Board
-----------------------------------------------------
Effective February 10, 2009, the Boards of Directors of American
Achievement Group Holding Corp., AAC Group Holding Corp., and
American Achievement Corporation appointed David Richman to serve
on each of their respective Boards of Directors, as well as the
respective audit and compensation committees of each board.  Mr.
Richman is a Vice President at Fenway Partners, an affiliate of
the controlling stockholder of the American Achievement Group
Holding Corp.

Based in Austin, Texas, American Achievement Group Holding Corp.
together with its wholly-owned subsidiary, AAC Group Holding Corp.
and its indirect wholly-owned subsidiary, American Achievement
Corporation, manufacture and supply class rings, yearbooks and
other graduation-related scholastic products for the high school
and college markets and of recognition products, such as letter
jackets, and affinity jewelry designed to commemorate significant
events, achievements and affiliations.  Products are and services
are marketed primarily in the United States and operates in four
reporting segments; class rings, yearbooks, graduation products
and other.

                          *     *     *

As reported in the Troubled Company Reporter on May 22, 2008,
Moody's Investors Service affirmed American Achievement Group
Holding Corp.'s Corporate family rating at B3; Probability-of-
default rating at B3; and $189 million (current value) senior PIK
notes due 2012 at Caa2 (LGD5, 87%).  Moody's also affirmed AAC
Group Holding Corp.'s $124 million (current value) senior discount
notes due 2012 at Caa1 (LGD4, 63%), American Achievement
Corporation's $150 million senior subordinated notes due 2012 at
B2 (LGD3, 34%); $40 million senior secured revolving credit
facility due 2010 at Ba3 (LGD1, 7%); and $87 million senior
secured term loan due 2011 at Ba3 (LGD1, 7%).  The outlook is
changed to developing from stable.

As of November 29, 2008, the Company's balance sheet showed total
assets of $477,188,000 and total liabilities of $659,773,000,
resulting in total stockholders' deficit of $182,585,000.


APPLIANCE SOLUTIONS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Appliance Solutions, Inc.
        dba The Maytag Store
        dba The Appliance Store
        5441 Boeing Drive, #1B
        Loveland, CO 80538

Bankruptcy Case No.: 09-11896

Chapter 11 Petition Date: February 10, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: David M. Miller, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: dmm@kutnerlaw.com

Total Assets: $1,311,601

Total Debts: $4,450,608

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

            http://bankrupt.com/misc/cob09-11896.pdf

The petition was signed by Robert Pekhonen, President of the
company.


APPLIED ABATEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Applied Abatement Concepts, Inc.
        120 Wiggins Lane
        Kings Mountain, NC 28086

Bankruptcy Case No.: 09-40099

Chapter 11 Petition Date: February 11, 2009

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

Judge: George R. Hodges

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  Email: henderson@title11.com

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

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

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

            http://bankrupt.com/misc/ncwb09-40099.pdf

The petition was signed by George William Culver, Owner of the
company.


ARVINMERITOR INC: Dim Auto Industry Outlook Cues S&P's Junk Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Troy, Michigan-based ArvinMeritor Inc.
to 'CCC+' from 'B' and lowered its issue-level ratings on the
company's debt.  All ratings were removed from CreditWatch, where
they had been placed on Nov. 13, 2008.  The outlook is negative.

The downgrade reflects S&P's view that both the commercial vehicle
and light-vehicle segments will face severe problems in 2009.

"We believe commercial vehicle sales and production will continue
to decline in North America and will decrease sharply in Europe,
resulting in lower profitability and increasing cash use," said
Standard & Poor's credit analyst Lawrence Orlowski.  "In addition,
the company has been forced to retain its cash-draining LVS
segment because of the weak outlook for light-vehicle sales, which
had complicated earlier efforts to shed the unit through a sale or
spin-off," he continued.

Forecasts of commercial vehicle production volumes continue to
fall.  The company is assuming that Class 8 truck production in
2009 will be 140,000 units, down 27% versus 2008 levels; European
medium- and heavy-duty truck production in 2009 is expected to be
305,000 units, down 46% from 2008 levels.  S&P consider
ArvinMeritor's assumptions to be realistic, given the weak
economic outlook.  Still, it is far from clear whether
ArvinMeritor's production assumptions reflect the low point in the
truck cycle.  Predictors of future sales, such as net monthly
orders and backlog, fell through 2008 and were even weaker in
January 2009; freight tonnage volumes also remain weak.
Furthermore, although the average age of the truck fleet is
rising, S&P believes there is leeway for further aging of the
fleet in this economic cycle.  In response to the ongoing
deterioration in commercial truck demand, the company has
accelerated its restructuring efforts.  For its CVS business, the
company expects to realize $165 million in cost reductions in
2009.

In the first quarter of fiscal 2009 (ended Dec. 31, 2008), CVS
revenue fell 11% year over year as a result of lower vehicle
production.

S&P believes the outlook for the now-retained LVS business is also
difficult.  S&P expects U.S. light-vehicle sales in 2009 to be 10
million units, 24% below 2008 actual sales.  In the first quarter
of fiscal 2009, LVS revenue fell 29% year over year because of
lower vehicle sales and original equipment manufacturer inventory
reductions.  Segment EBITDA was a negative $41 million before
special items, compared to a positive $12 million in the first
quarter of fiscal 2008.  ArvinMeritor plans to realize total cost
reductions in this business of $82 million during fiscal 2009.

For the entire company, S&P expects revenue to fall at least 25%
and margins to erode significantly compared to results in 2008.

S&P believes ArvinMeritor's liquidity could come under pressure
during 2009 and 2010 as the company uses cash and declining
earnings reduce covenant headroom.  Although working capital
requirements are typically steepest in the first quarter, free
cash flow generation was hurt because inventory did not decline as
much as the company had expected, reflecting the rapid fall in
demand.  Nevertheless, S&P is concerned that greater-than-expected
declines in production volumes during the rest of the year will
prevent the company from generating a typical level of free cash
flow in the last nine months of its fiscal year.  Moreover, S&P
expects the retention of the LVS business to continue to use up
cash throughout the year.

The outlook is negative.  S&P expects 2009 to be a very weak year
for ArvinMeritor's sales and profitability because of a global
decline in commercial and light-vehicle demand.  S&P could lower
the ratings further if ArvinMeritor is unable to sustain annual
EBITDA of roughly $170 million, a level S&P estimates is required
to cover interest expense and reasonable capital spending.
Separately, S&P would lower the rating if S&P believed the company
would undertake a distressed exchange of debt.

S&P could revise the outlook to stable or positive in the next
year if the company's performance showed signs of a rebound, most
likely caused by better-than-expected global demand, but S&P views
this as unlikely in the near term.  The company would have to
demonstrate the potential for generating at least breakeven free
cash flow and increasing the cushion under its existing covenants.
This would likely require a significant rebound in truck sales in
both North America and Europe, and U.S. light-vehicle sales to go
well above the 10.0 million units S&P expects for 2009.  Moreover,
actions taken to mitigate the cash drain of its LVS business would
have a favorable influence on S&P's outlook.


AUDATEX HOLDINGS: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of Audatex Holdings, LLC, and changed the rating outlook to
positive from stable.

"The positive outlook anticipates modest profit growth over the
next year driven by good secular growth trends in Europe and
developing markets.  The ratings reflect the company's track
record of revenue and earnings growth, leading market positions in
Europe and the US, and strong credit metrics for the Ba3 rating
category" stated Lenny Ajzenman, Senior Credit Officer.

The ratings are principally constrained by the company's
dependence on a group of large property and casualty insurance
carriers for a significant portion of revenues, concentration of
revenues in estimation and workflow software products which are
subject to technology risks, and concern that pricing pressures
could intensify in a weakening economy.

Moody's affirmed these ratings of Audatex Holdings, LLC:

  -- Corporate Family Rating, Ba3
  -- Probability of Default Rating, Ba3

Moody's affirmed these ratings of Audatex Holdings IV B.V. (an
indirect wholly owned subsidiary of Audatex and a holding company
for operating subsidiaries outside of North America):

  -- $25 million First Lien Revolving Credit Facility due 2012,
     Ba3 (to LGD 3, 45% from LGD 3, 47%)

  -- $366.1 million First Lien Term Loan due 2014, Ba3 (to LGD 3,
     45% from LGD 3, 47%)

Business Services Group Holdings B.V., a holding company for the
Netherlands operations, is a co-borrower under these facilities.

Moody's affirmed these ratings of Audatex North America, Inc. (an
indirect wholly owned subsidiary of Audatex and a holding company
for the North American operating subsidiaries):

  -- $25 million First Lien Revolving Credit Facility due 2012,
     Ba3 (to LGD 3, 45% from LGD 3, 47%)

  -- $217.6 million First Lien Term Loan due 2014, Ba3 (to LGD 3,
     45% from LGD 3, 47%)

The last rating action on Audatex was on March 20, 2008 at which
time Moody's upgraded the Corporate Family Rating, Probability of
Default Rating and the senior secured credit facility to Ba3 from
B1.

Audatex, headquartered in San Diego, California, is a leading
global provider of software and services to the automobile
insurance claims processing industry.  The company's customer base
includes more than 900 automobile insurance companies, 33,000
collision repair facilities, 7,000 independent assessors and 3,000
automotive recyclers.


ATLANTIS PLASTICS: Stadium Capital Discloses 11.3% Equity Stake
---------------------------------------------------------------
Stadium Capital Management, LLC, Alexander M. Seaver, Bradley R.
Kent, and Stadium Capital Partners, L.P., disclose that each may
be deemed to beneficially own 695,459 shares of Atlantis Plastics,
Inc.'s Class A common stock or 11.3% of the total shares
outstanding.

SCM is an investment adviser whose clients, including SCP, have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock.
Messrs. Seaver and Kent are the Managing Members of SCM, which is
the general partner of SCP.

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

The Debtor filed for Chapter 11 relief on Aug. 10, 2008 (Bankr.
N.D. Ga. Case Nos. 08-75473 through 08-75481) together with
Atlantis Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis
Films, Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Extrusion Masters, Inc., Linear Films,
Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  They listed assets
between of $100 million and $500 million and debts of between
$100 million and $500 million.

At Sept. 30, 2007, Atlantis Plastics' consolidated balance sheet
showed $214.0 million in total assets and $255.3 million in total
liabilities, resulting in a $41.3 million stockholders' deficit.

On Dec. 4, 2008, the Troubled Company Reporter reported that the
Hon. Paul W. Bonapfel of the United States Bankruptcy Court for
the Northern District of Georgia authorized the U.S. Trustee for
Region 21 to appoint a Chapter 11 trustee for Atlantis Plastics
Inc. and its debtor-affiliates cases.  The U.S. Trustee has
selected Marcus A. Watson to oversee the Debtors' Chapter 11
cases.


BALLY TOTAL: Seeks June 1, 2009 Extension of Removal Period
-----------------------------------------------------------
Pursuant to Section 105(a) of the Bankruptcy Code and Rule
9006(b) of the Federal Rules of Bankruptcy Procedure, Bally Total
Fitness Holding Corp. ask the U.S. Bankruptcy Court for the
Southern District of New York to extend until June 1, 2009, the
period within which they may remove civil actions and proceedings
in state and federal courts pending on or before the Petition
Date.

Section 1452 of Title 28 of the U.S. Code provides for the
removal of actions related to bankruptcy cases.  Specifically,
Section 1452 provides in pertinent part that a party may remove
any claim or cause of action in a civil action other than a
proceeding before the U.S. Tax Court or a civil action by a
governmental unit to enforce that governmental unit's police or
regulatory power, to the district court where that civil action
is pending, if that district court has jurisdiction of that claim
or cause of action under 28 U.S.C. Section 1334.

Bankruptcy Rule 9027 places time restrictions on the Debtors'
ability to remove pending actions.  The period for the Debtors to
remove actions expires on the later of March 3, 2003.  Rule 9027
provides that if a claim or cause of action in a civil action is
pending when a case under the Code is commenced, a notice of
removal may be filed only within the longest of:

  (a) 90 days after the debtor's petition for protection under
      Chapter 11 is approved;

  (b) 30 days after entry of an order terminating a stay, if the
      claim or cause of action in a civil action has been stayed
      under Section 362 of the Bankruptcy Code; or

  (c) 30 days after a trustee qualifies in a Chapter 11
      reorganization case but not later than 180 days after the
      order for relief.

Bankruptcy Rule 9006 permits the court to extend the period to
remove actions provided by Bankruptcy Rule 9027.

Bradley O'Neill, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, states that the Debtors are parties to numerous
judicial and administrative proceedings currently pending in
various courts and administrative agencies.  The Debtors are
continuing to review their files and records to determine whether
they should remove any claims or civil causes of action, he says.

Due to the number of civil actions involved and the complex
nature of those actions, the Debtors require additional time to
consider the removal of civil actions, Mr. O'Neill explains.
Extending the Removal Period will permit the Debtors to timely
review and properly evaluate their pending litigation matters,
without prejudice to any counterparty, he adds.

The Court will convene a hearing on February 25, 2009, at 10:00
a.m., to consider the Debtors' request.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-
7000)


BALLY TOTAL: Has Interim Access to Cash Collateral Until Feb. 25
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a fifth interim order authorizing Bally Total Fitness
Holding Corp. and its affiliates to use cash collateral securing
their obligations to their prepetition lenders.  The Court will
convene a final hearing on the Motion February 25, 2009, at 10:00
a.m.

The Court authorized the Debtors to use Cash Collateral from the
Petition Date through the earlier of (a) the date a further order
is entered granting or denying the Motion and (b) 11:59 p.m.
Eastern Time, on February 26, 2009.

The Cash Collateral may be used during the Specified Period
solely up to the amounts, not to exceed 115% of the amounts set
forth in the Budget on a cumulative, aggregate rolling basis
measured weekly as of the close of business on Friday of each
week.

A full-text copy of Bally II's Fifth Interim Cash Collateral
Order is available for free at:

  http://bankrupt.com/misc/Bally5thInterimCashColOrder.pdf

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-
7000)


BALLY TOTAL: Holding Corp. Files Schedules and Statement
--------------------------------------------------------
Bally Total Fitness Holding Corp. delivered to the U.S. Bankruptcy
Court for the Southern District of New York on January 20, 2009,
disclosing:

A.     Real Property
        Hilltop 745-02                               $6,399,426

B.     Personal Property
B.1    Cash on hand                                            0
B.2    Bank accounts                                           0
B.3    Security deposits
        Arizona Public Service                           54,400
        Arrorwood Indemnity Company                     200,000
        Colorado Attorney General                       300,000
        Colorado Attorney General                       700,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of PA                              200,000
        Commonwealth of VIRGINIA                        300,000
        District of Columbia                             25,000
        District of Columbia                             50,000
        Dominion East Ohio Gas                           11,650
        Dominion Peoples                                  9,435
        Florida Power & Light Company                    47,295
        JP Morgan Chase                                 682,500
        JP Morgan Chase                               3,600,000
        Pacific Gas and Electric Company                476,780
        PR II Presidents Plaza JV, LLC                   23,277
        Salt River Project Agricultural
          Improvement & Power District                   10,500
        Salt River Project Agricultural
          Improvement & Power District                   43,525
        Tampa Electric Company                           20,000
        Utah Department of Insurance                     75,000
        Virginia Electric and Power Co.                  82,215
B.4    Household goods                                         0
B.5    Collectibles                                            0
B.6    Wearing apparel                                         0
B.7    Furs and jewelry                                        0
B.8    Firearms, sports, and other equipment                   0
B.9    Interests in Insurance Policies                         0
B.10   Annuities                                               0
B.11   Interests in education IRA                              0
B.12   Interests in IRA, ERISA or other pension plans          0
B.13   Business interests and stocks                           0
B.14   Interests in partnerships                               0
B.15   Government and corporate bonds                          0
B.16   Accounts receivable                                     0
B.17   Alimony                                                 0
B.18   Other liquidated debts                                  0
B.19   Equitable or future interests                           0
B.20   Other contingent & unliquidated claims
        D&O Reimbursement -- RLI Insurance Co.       40,000,000
        Malpractice Claim -- Former auditor          45,000,000
B.21   Intellectual property                                   0
B.22   Patents                                      Undetermined
B.23   Licenses, franchises, and intangibles        Undetermined
B.24   Customer lists                               Undetermined
B.25   Vehicles                                                0
B.26   Boats                                                   0
B.27   Aircraft and accessories                                0
B.28   Office equipment, furnishings and supplies              0
B.29   Machinery                                               0
B.30   Inventory                                               0
B.31   Animals                                                 0
B.32   Crops                                                   0
B.33   Farming equipment                                       0
B.34   Farm supplies                                           0
B.35   Other personal property                        42,937,573

       TOTAL SCHEDULED ASSETS                      $142,848,576
       ========================================================

C.   Property Claimed as Exempt                               $0

D.   Secured Claim
      The CIT Group/Equipment Financing Inc.          1,790,000
      Morgan Stanley Senior Funding, Inc./
        Wells Fargo Foothill LLC                    294,605,284
      Morgan Stanley Capital Services, Inc.           7,085,054
      US Bank NA as Indenture Trustee to
        Senior Subordinated Notes                   259,396,446
      Wells Fargo Foothill LLC                     Undetermined

E.   Unsecured Priority Claims                                 0

F.   Unsecured Non-priority Claims
      24 Hour Fitness USA Inc. (III)               Undetermined
      ACE American Insurance Company               Undetermined
      AGT Crunch Acquisition LLC                   Undetermined
      Alfred R. Fabricant                          Undetermined
      Anna Theodoropoulos                          Undetermined
      Arrowood Indemnity Company                   Undetermined
      Beth R. Haberer                              Undetermined
      CNA Casualty of California and
        Transcontinental Insurance                 Undetermined
      Dan Wilson                                   Undetermined
      Dawn Schulz                                  Undetermined
      Dennis Wengel                                Undetermined
      Estelle Robinson & Gene J. Swindell          Undetermined
      Estie Muranyi                                Undetermined
      Fireman's Fund Insurance Company             Undetermined
      Great American Insurance Co.                 Undetermined
      HSBC BANK USA                                Undetermined
      J.W. Rogers                                   237,100,193
      Joyce Franklin                               Undetermined
      JP Morgan Chase Bank NA                      Undetermined
      JP Morgan Chase Bank NA                      Undetermined
      Julia Arnon Jung Soon Lee                    Undetermined
      Linda Scher                                  Undetermined
      Marshall's                                   Undetermined
      Michael La Sala                              Undetermined
      Reliance Insurance Company                   Undetermined
      Richard Gordon                               Undetermined
      RLI Insurance Company                        Undetermined
      Robert and Christina Porco                   Undetermined
      Travelers Indemnity Company                  Undetermined

       TOTAL SCHEDULED LIABILITIES                 $799,976,977
       ========================================================

Holding Corp. also filed with the Court its statement of financial
affairs.  Harvey Rubinson, interim chief financial officer of
Bally Total Fitness Holding Corporation, the Debtors' parent
corporation, reports that the company generated income from its
business operations during the two years immediately preceding the
Petition Date:

    Period                                  Amount
    ------                            --------------
    01/01/2006-12/31/2006             $1,024,916,000
    01/01/2007-10/01/2007               $696,351,000
    10/02/2007-12/31/2007               $143,716,000
    01/01/2008-11/30/2008               $582,928,000

The Debtor also earned income other than from employment or the
operation of its business during the two years prior to its
bankruptcy filing:

Period                    Source                    Amount
------                    ------                  ----------
01/01/2008-11/30/2008   CEO Relocation Costs     ($1,299,633)
                         Restructuring Charges    ($2,350,376)
                         Fee Income for
                           Telephone Payments       1,008,982
                         Loss from Sale of
                           Assets                 ($3,003,400)
                         Lease Settlement Gain       $217,650
                         Legal Settlements           ($21,352)
                         Gain on Sale of Land
                           and Buildings              $40,594
                         Asset Impairment
                           Charges                ($4,041,655)
                         Interest Income           $1,029,877

01/01/2007-12/31/2007   Reorganization Items    ($57,103,000)
                         Fee Income for
                         Telephone Payments          $837,849
                         Loss from Sale of
                           Assets                   ($548,619)
                         Lease Settlement Gain       $272,931
                         Legal Settlements        ($4,916,873)
                         Gain on Sale of Land
                           and Buildings             $521,000
                         Asset Impairment
                           Charges                ($6,798,000)
                         Interest Income           $2,526,843

01/01/2006-12/31/2006   Fee Income for
                           Telephone Payments        $203,025
                         Loss on Debt
                           Extinguishment         ($7,677,374)
                         Gain from Sale of
                           Assets                  $1,343,877
                         Lease Settlement
                           Expense                  ($125,897)
                         Legal Settlements          ($234,548)
                         Gain on Sale of Land
                           and Buildings           $3,083,000
                         Asset Impairment
                           Charges               ($38,446,000)
                         Interest Income             $716,301

The Debtor did not make payments to any creditor or insider
within the same period, Mr. Rubinson disclosed.

Mr. Rubinson reported that the Debtor is a party to 21 lawsuits
and administrative proceedings, a list of which is available for
free at http://bankrupt.com/misc/BallyHoldLawsuits.pdf

Mr. Rubinson reported that the Debtor was a transferor to the
sale of 25 Crunch, Gorilla and Pinnacle Health Clubs for Bally
Total Fitness Corporation, to AGT Acquisition Corporation for
$45,000,000.

The Debtor's books of account and records have been audited
within two years immediately preceding the Petition Date by:

      Auditor                   Period
      -------                   ------
      BDO Seidman, LLP          January 1, 2008 to present
                                Year ending 2007

      KPMG LLP                  Year ending 2006

Mr. Rubinson noted that as of the Petition Date, he and Ralph
O'Hara, the Debtor's vice president and controller, were in
possession of the Debtors' books of account and records.

Mr. Rubinson disclosed that in the ordinary course of business,
the Debtors provide certain financial information in response to
particular customer, vendor or lessor inquiry; however, the
Debtors do not maintain records of those inquiries.  In
compliance with the covenants contained in its Credit Agreement
and Indentures, the Debtors provided unaudited financial
statements and other information on a periodic basis to its
lenders and noteholders.

These shareholders, officers and directors directly or indirectly
own, control, or hold 5% or more of the voting or equity
securities of the Debtor:

    Name                              Title
    ----                              -----
    Harbinger Capital Partners
      Master Fund I, Ltd.             Shareholder (66.67%)
    Harbinger Capital Partners
      Special Situations Fund, L.P.   Shareholder (33.33%)
    Michael Sheehan                   Director and Chief
                                        Executive Officer
    Harvey Rubinson                   Senior Vice President
                                        and Interim CFO
    Kathleen Boege                    Senior Vice President,
                                        General Counsel and
                                        Secretary
    Ralph O'Hara                      Vice President,
                                        Controller & Financial
                                        Reporting
    Earl J. Acquaviva, Jr.            Vice President and
                                        Assistant Secretary
    Thomas S. Massimino               Senior Vice President,
                                        Operations
    William G. Fanelli                Senior Vice President,
                                        Corporate Development
    Deborah Deters                    Senior Vice President,
                                        Human Resources
    Charles Guy Their                 Vice President,
                                        Information Technology
    James W. Shannahan                Vice President, Facilities
    Rebecca A. Gall                   Vice President, Media
                                        Planning & Analysis
    William C. Midwig                 Vice President, Direct
                                        Membership Marketing
    Steve Mayer                       Vice President, Finance
    Susan Rehorst                     Vice President, Treasurer
    John H. Wildman                   Zone Vice President
    Michael LaManna                   Zone Vice President
    Steve Butler                      Zone Vice President
    Teresa R. Willows                 Zone Vice President
    Timothy J Bernlohr                Director
    Eugene Davis                      Director
    Ronald E. Siegel                  Assistant Secretary

The Debtor, as a parent corporation, holds taxpayer-
identification number 36-3228107, for taxpayer purposes within
six years immediately prior to its bankruptcy filing.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Greater New York Files Schedules and Statement
-----------------------------------------------------------
Bally Total Fitness of Greater New York, Inc., delivered to the
U.S. Bankruptcy Court for the Southern District of New York on
January 20, 2009, disclosing:

A.     Real Property
        Brick 008-63 -- New Jersey                   $2,239,736
        Wayne 008-55 -- New Jersey                    3,053,487
        Woodbridge 008-56 -- New York                 1,156,800

B.     Personal Property
B.1    Cash on hand
        Petty cash                                        4,980
B.2    Bank accounts
        Bank of America -- Cash depository                8,127
B.3    Security deposits
        BMS Realty Company                                3,000
        City Of Yonkers                                     517
        Con Edison                                       93,176
        Little Neck Commons L.L.C.                        2,500
        New York State Department of Transportation       1,000
        PEOPLE OF THE STATE OF NEW YORK                 350,000
        PSE & G CO.                                       3,870
        State of New Jersey                              50,000
        State of New Jersey                              50,000
        State of New Jersey                              50,000
        State of New Jersey                              50,000
        State of New Jersey                              50,000
        State of New Jersey                              50,000
        State of New Jersey                              50,000
        Suffolk County Water Auth                           272
        Township Of Saddle Brook                            719
        Township Of Woodbridge                               13
        Village Of Rockville Cent                         4,673
        Westfield Shoppingtown Square                     2,500
B.21   Other contingent & unliquidated claims
        Bay Plaza Community Center, L.L.C.               58,518
        Flatbush Delaware Holding LLC                    50,616
        The Mattone Group Jamaica Co., LLC               88,310
B.23   Licenses, franchises, and intangibles        Undetermined
B.28   Office equipment, furnishings and supplies
        Equipment and Furnishings                     2,033,175
        Equipment and Furnishings                     3,736,632
        Leasehold Improvements                       12,131,677
        Leasehold Improvements                       15,081,003
B.30   Inventory
        Retail Inventory                                397,086
B.35   Other personal property
        Prepaid Professional Fees                         7,991
        Prepaid Real Estate Taxes                       181,470
        Prepaid Insurance                                27,905
        Landlord Contribution Rec                     1,300,000
        Other Current Assets                              1,175

       TOTAL SCHEDULED ASSETS                       $42,370,927
       ========================================================

C.   Property Claimed as Exempt                               $0

D.   Secured Claim
      Morgan Stanley Senior Funding, Inc./
        Wells Fargo Foothill LLC                    294,605,284
      Morgan Stanley Capital Services, Inc.           7,085,054
      US Bank NA                                    259,396,446
      Wells Fargo Foothill LLC                     Unliquidated

E.   Unsecured Priority Claims                                 0

F.   Unsecured Non-priority Claims
      641 Owner, Llc                                    254,200
      80-02 Leasehold Company, L.P.                     158,001
      A & J Properties Llc                              183,333
      All-Out Building Services,Inc                     236,982
      Bay Plaza Comm. Ctrs Llc                          116,538
      Cleanfully Yours Building                         183,025
      Con Edison                                        146,765
      H.E.C. Holding Co.                                180,908
      Fc Treeco Columbia Park Associates                101,258
      Mc Gowan Builders,Inc.                          1,312,625
      New Roc Associates,L.P.                           144,680
      Ross & Ross Llc                                   125,000
      Simone Development Company, Llc                   108,334
      Tri State Commercial Realty,Llc                   123,467
      Others                                          2,667,095

       TOTAL SCHEDULED LIABILITIES                 $567,128,995
       ========================================================

Bally Greater New York also filed its statement of financial
affairs with the Court.  Harvey Rubinson, interim chief financial
officer Bally Total Fitness Corporation, reported that the
Debtor's income is presented on a consolidated basis and is
reported under Bally Total Fitness Holding Corporation, the
Debtors' parent corporation, as of November 30, 2008.

Mr. Rubinson disclosed that the Debtor made payments to hundreds
of creditors within the two years prior to its bankruptcy:

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

Within two years immediately preceding the Petition Date, the
Debtor transferred these properties either absolutely or as
security:

  Transferee                                     Property
  ----------                                    ----------
  Hilco Bally White Marsh LLC                   $3,390,750
                                              for the sale
                                            of real estate

  Morgan Stanley Senior Funding, Inc.           $5,000,000
     as Collateral Agent                       on 9/24/08;
                                                $5,000,000
                                               on 9/26/08;
                                        and $9,342,500 for
                                       leasehold mortgages
                                              (New Jersey)

  Morgan Stanley Senior Funding, Inc.           $5,000,000
     as Collateral Agent                       on 9/24/08;
                                                $5,000,000
                                               on 9/26/08;
                                            and $9,342,500
                                   for leasehold mortgages


Mr. Rubinson reported that the Debtor is a party to numerous
lawsuits and administrative proceedings, a list of which is
available for free at:

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

These shareholders, officers and directors directly or indirectly
own, control, or hold 5% or more of the voting or equity
securities of the Debtor:

    Name                              Title
    ----                              -----
    Jack LaLanne Holding Corp.        Shareholder (100%)
    Michael Sheehan                   Chief Executive Officer
    Harvey Rubinson                   Interim Chief Financial
                                        Officer, Director
    Kathleen Boege                    Senior Vice President,
                                        General Counsel,
                                        Secretary and Director
    Earl J. Acquaviva, Jr.            Assistant Secretary
    William G. Fanelli                Senior Vice President,
                                        Corporate Development
                                        and Director
    Deborah Deters                    Senior Vice President,
                                        Human Resources
    Susan Rehorst                     Vice President, Treasurer
    Ronald E. Siegel                  Assistant Secretary

The Debtor's parent corporation, Bally Total Fitness Holding
Corporation, holds taxpayer-identification number 36-3228107, for
taxpayer purposes within six years immediately prior to its
bankruptcy filing.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BORDIER NURSERY: Wants BDO Consulting as Financial Advisor
----------------------------------------------------------
Bordier Nursery Inc. seeks permission from the U.S. Bankruptcy
Court for the Central District of California to employ BDO
Consulting Corporate Advisors, LLC as financial advisor.

BCCA will assist the Debtors in connection with the preparation of
budgets and other financial statements, negotiations with lenders,
the formulation of cost reduction efforts, the restructuring of
the Debtor's business and liabilities, the development of a
sponsored plan of reorganization, and the sale of certain assets
or the Debtor's business, if appropriate.  Specifically, BCCA
will:

   a. identify and evaluate restructuring strategies,
      opportunities and plans to reduce costs, and help Bordier
      manage cash flows and optimize profitability of sales;

   b. evaluate the Debtor's projections, including, but not
      limited to, underlying assumptions, expected cash flows,
      cost containment, asset redeployment opportunities, and
      customer profitability and expense analysis;

   c. assist the Debtor with reviewing cash flow assumptions and
      updating the 13-week cash flow model.  Identify and analyze
      alternatives to maximize the value of enterprise, or
      determine the additional amount of cash required to fund
      operations;

   d. review and analyze the Debtor's assets to suggest
      alternative strategies for maximizing the value of those
      assets, taking into account the impact of liabilities
      against each asset class;

   e. prepare reports with findings and recommendations, as
      necessary and present the reports to management and the
      lenders;

   f. assist the Debtor with the development and implementation
      of a detailed plan to restructure the Debtor's operations
      and liabilities;

   g. meet with outside parties including, for example, equipment
      and real property appraisers and key suppliers and
      customers, if required;

   h. confirm and reconcile cash collateral budgets to actual
      performance and provide explanations regarding and report
      variances to the Debtor's management and lenders;

   i. assist the Debtor in meeting with lenders, creditors and
      other stakeholders for the purpose of maintaining open
      communications and support during the Chapter 11 process;

   j. assist in preparing for and filing of a Chapter 11
      petition, if appropriate, including statement of affairs
      and schedules, operating statements, and any other tasks as
      needed to support the Chapter 11 process;

   k. assist the Debtor with coordination of potential bidders/
      investors related to either a plan of reorganization or the
      sale of business assets, including but not limited to
      identifying additional buyers/investors, coordinating the
      due diligence process and providing information as needed
      to enhance the value of the estate; and

   l. perform other work as may be requested the Debtor and its
      counsel.

The Debtor will pay the standard hourly rates of key personnel
assigned in this case:

     Tony Wolf, Managing Director                $595
     George Blanco, Partner                      $525
     Connie Chung, Senior Associate              $235
     Susan Seabury, Director                     $345
     Gregg Weisstein, Senior Associate           $200

BCCA professionals' hourly rates are:

     Partners/Managing Directors              $500 - $700
     Directors/Senior Managers                $300 - $600
     Managers                                 $250 - $375
     Seniors                                  $175 - $275
     Staff                                    $125 - $200

BCCA received a total prepetition payment from the Debtor of
$161,000.  In the event the Debtor has sufficient funds available,
BCCA may receive an additional monthly postpetition retainer of
$100,000 which will be held in the retainer account.

To the best of the Debtor's knowledge, BCCA is a " disinterested
person' as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Bordier's Nursery Inc.

Bordier's Nursery Inc. -- http://www.bordiers.com/-- owns and
runs a pine tree farm.  The Debtor filed for Chapter 11 protection
on Dec. 23, 2008, (Bank. C.D. Calif. Case No. 08-18501).  Evan D.
Smiley, Esq., Lei Lei Wang Ekvall, Esq., and Robert S. Marticello,
Esq. at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represent the debtor in its restructuring effort.  Victor A. Sahn,
Esq., Mark S. Houropian, Esq. and Sulmeyer Kupetz, Esq. represent
the Creditors Committee.


BORDIER'S NURSERY: U.S. Trustee Appoints 7-Member Creditors Panel
-----------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in Bordier Nursery Inc.'s Chapter 11 case.

The Creditors Committee members are:

   1. Ryder Truck rental Inc.
      Attn: Kevin P. Sauntry
      6000 Windward Parkway
      Alpharetta, GA 30005
      Tel: (770) 569-6511
      Fax: (770) 569-6712

   2. RSA Soil Products, Inc.
      Attn: Andy Johnson
      3060 Calle Bonita
      Santa Ynez, CA
      Tel: (714) 998-7720
      Fax: (714) 921-9612

   3. T&R Lumber Co.
      Philip Guardia
      P.O. Box 2484
      Rancho Cocamonga, CA 91729
      Tel: (909) 899-3312
      Fax: (909) 899-4975

   4. Robert Mann Packaging
      Attn: Natacha Navarro
      555 Mayock Rd.
      Gilroy, CA 95020
      Tel: (408) 848-5440
      Fax: (408) 848-2063

   5. Western Farm Service
      Attn: Marc Solberg
      Suite 101, 2787 W. Bullard Ave.
      Fresno, CA 93711
      Tel: (559) 436-2902
      Fax: (559) 436-2953

   6. McGregor Plant Sales
      Attn: Linda Fich, CFO
      Suite 140, 1902 Wright Place
      Carlsbad, CA 920008

   7. Pacific Wetsren Container
      Attn: Ken Ito
      4044 W. Garry Ave.
      Santa Ana, CA 920704
      Tel: (714) 619-8922
      Fax: (714) 953-9270

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 Bordier's Nursery Inc.

Bordier's Nursery Inc. -- http://www.bordiers.com/-- owns and
runs a pine tree farm.  The Debtor filed for Chapter 11 protection
on Dec. 23, 2008, (Bank. C.D. Calif. Case No. 08-18501).  Evan D.
Smiley, Esq., Lei Lei Wang Ekvall, Esq., and Robert S. Marticello,
Esq. at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represent the debtor in its restructuring effort.  Victor A. Sahn,
Esq., Mark S. Houropian, Esq. and Sulmeyer Kupetz, Esq. represent
the Creditors Committee.


BUCKEYE TECHNOLOGIES: S&P Gives Stable Outlook; Keeps BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to stable from positive.  Standard & Poor's also
affirmed all ratings, including the 'BB-' corporate credit rating,
on the Memphis, Tennessee-based producer of specialty pulps and
absorbent products.

"The outlook revision reflects our assessment that, as a result of
weaker-than-expected end-market demand, combined with the
likelihood for lower selling prices in the next few quarters,
credit metrics will no longer be at levels consistent for a higher
rating," said Standard & Poor's credit analyst Andy Sookram.  S&P
was previously expecting adjusted debt to EBITDA of about 3x and
funds from operations to debt to increase to about 30%.  "Because
of the current operating trends, which S&P expects to continue in
the near term, credit measures will likely deteriorate from
current levels but still remain appropriate for the current
rating," added Mr. Sookram.  "Specifically, S&P expects debt to
EBITDA to remain in the 3.5x-4x area, and FFO to adjusted debt to
be 15%."

The rating on Buckeye reflects excess industry capacity, volatile
input costs, and the meaningful proportion of revenues derived
from cyclical commodity products.  The company's leading position
in value-added product markets, improving cost structure, and good
geographic diversity partially offset these factors.

Buckeye benefits from good geographic diversity; about two-thirds
of its sales are to customers outside North America.  In addition,
the company continues to increase its focus on value-added
products, which represent about 80% of its revenues, thus reducing
its reliance on sales of fluff pulp, which has more volatile
prices.  Value-added products offer unique performance
characteristics that command premium pricing compared with fluff
pulp.

High barriers to entry, such as long-term customer relationships,
substantial customer switching costs, and Buckeye's technical
"know-how" support the company's solid market positions.  In
addition, the company has negotiated some shorter-term contracts
(as opposed to its historical one-year contracts), which should
allow for more frequent pricing adjustments, if needed.

The outlook is stable.  Though S&P expects operating performance
to weaken in the next several quarters because of lower demand
associated with the economic downturn, Buckeye should still
maintain credit metrics that are appropriate for the current
rating, including operating margins of about 15% and debt to
EBITDA in the 3.5x-4x area.  S&P could revise the outlook to
negative if earnings and cash flow fall significantly below
current levels, resulting in weaker credit metrics; specifically,
if debt to EBITDA increases to more than 5x and FFO to debt
decreases to 10%.  Conversely, S&P could revise the outlook back
to positive if market conditions improve, resulting in stronger
credit measures, including a leverage ratio of about 3x and FFO to
debt of more than 20%.


CADENCE INNOVATION: Magna Unit Acquires European Operations
-----------------------------------------------------------
Decoma International, an operating unit of Magna International
Inc. on Tuesday, February 10, 2009, entered into an agreement to
acquire Cadence Innovation s.r.o., a European subsidiary of
Cadence Innovation LLC, headquartered in Troy, Michigan, U.S.A.
Cadence Europe is a supplier of automotive interior and exterior
plastic components and systems.  The completion of the transaction
is conditional on certain matters, including the receipt of all
necessary regulatory approvals and third-party consents.

Cadence Europe reported sales of approximately US$369 million in
2007 and currently supplies components and systems such as
bumpers, instrument panels, radiator grills and door panels to
several European- and Asian-based OEMs.  The company maintains
four production sites in Europe: three in the Czech Republic and a
joint-venture facility in Hungary.

"This acquisition expands our presence and manufacturing footprint
in a key market," said Tom Skudutis, Chief Operating Officer,
Magna Global Exterior and Interior Systems.  "Central and Eastern
Europe are strategically important due to the competitive
advantages afforded by the countries in this region."

Jerry Mosingo, CEO of Cadence Innovation LLC commented: "Over the
last few years, we have grown Cadence Europe and added new
technologies.  Through the new ownership, the company will be able
to exploit its capabilities further."

                   About Decoma International

Decoma International, an operating unit of Magna International
Inc., is a full-service supplier of interior and exterior vehicle
systems to the global automotive industry.  Its capabilities range
from market and consumer research to concept development, design
and engineering, testing and validation, and manufacturing and
assembly.

                   About Magna International

Magna International -- http://www.magna.com/-- designs, develops
and manufactures automotive systems, assemblies, modules and
components, and engineer and assemble complete vehicles, primarily
for sale to original equipment manufacturers of cars and light
trucks in North America, Europe, Asia, South America and Africa.
Its capabilities include the design, engineering, testing and
manufacture of automotive interior systems; seating systems;
closure systems; metal body and structural systems; vision
systems; electronic systems; exterior systems; powertrain systems;
roof systems; as well as complete vehicle engineering and
assembly.

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and $50
million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CANWEST GLOBAL: May Go Bankrupt; Mulls Sale of Five TV Stations
---------------------------------------------------------------
Wojtek Dabrowski at Reuters reports that Canwest Global
Communications Corp. may go bankrupt.

"They're on the verge of bankruptcy.  The equity has been
reflecting that for some time," Reuters quoted CIBC World Markets
analyst Bob Bek as saying.

According to Reuters, Canwest Global shares were trading at 49
Canadian cents each on the Toronto Stock Exchange, compared to
C$6.11 each in 2008.

"A Chapter 11 (bankruptcy protection) filing is certainly a
possibility, although we think it's more likely that it seeks to
find a remedy for its high debt leverage without court protection
in order to preserve the current control structure," Reuters
quoted Credit Suisse analyst Randal Rudniski as saying.

Canwest Global, Reuters relates, said that the slumping economy
could force a main subsidiary to breach debt covenants in the next
several weeks.  Reuters states that Canwest Global said earlier
this month that its banks have capped the amount of money they are
willing to lend to its Canwest Media unit.  Citing Canwest Media,
the report says that changes to Canwest Media's C$300 million
senior credit facility mean that it can borrow another C$20
million on top of the C$92 million that has already been advanced
until February 27.

Reuters says that talks between Canwest Global and its lenders are
crucial to determining whether a bankruptcy protection filing is
necessary.  The uncertainty surrounding Canwest Global's balance
sheet prompted Mr. Rudniski to recommend that investors avoid
purchasing Canwest Global shares.  According to the report, Mr.
Rudniski said, "From our perspective, we would not buy the stock
until its refinancing plans have been disclosed."

According to Reuters, Canwest Global said that it will try to exit
non-core businesses and is considering selling five TV stations.
Analysts say that there may not be any prospective purchasers for
the TV stations, Reuters relates.  According to the report,
proceeds from the sale of those assets would barely make a dent in
Canwest Global's C$3.7 billion debtload.

Reuters, citing analysts, states that it's unlikely that there
would be interested buyers for its Canadian TV stations, due to
the challenging economic climate.  "We believe it will be very
difficult for Canwest to effect a sale of these stations in the
current economic environment.  If Canwest does receive a bid for
the assets, we believe it will not be significant," Reuters quoted
Cormark Securities analyst David McFadgen as saying.

Analysts, according to Reuters, suspect that Canwest Global is
selling more than just the five TV stations, and that Network Ten
has been shopped around to potential buyers.

             About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2009,
Canwest Global Communications Corp. warned that based on current
revenue and expense projections, it may not be able to comply with
its existing quarterly total financial leverage ratio covenants in
fiscal 2009.  Continuation of negative conditions may affect the
Company's ability to meet certain financial covenants in its
credit facilities.  The company is reviewing and implementing
strategies to ensure compliance with its covenants, including
strategies intended to improve profitability and reduce debt.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Winnipeg, Manitoba-based Canwest Media Inc. to 'CCC+' from 'B'.
At the same time, S&P lowered the senior secured debt rating on
wholly owned subsidiary Canwest Limited Partnership to 'B-' from
'BB-'.  In addition, S&P lowered the senior subordinated debt
ratings on Canwest Media and Canwest LP to 'CCC-' from 'CCC+'.
S&P removed all ratings from CreditWatch with negative
implications, where they were placed Oct. 31, 2008.  The outlook
is negative.


CAPE ANIMAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Cape Animal Referral and Emergency Center, LLC
        79 Theophilus Smith Road
        South Dennis, MA 02660

Bankruptcy Case No.: 09-10959

Chapter 11 Petition Date: February 9, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781)729-0187
                  Email: nparker@ninaparker.com

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

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

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

The petition was signed by William Kaser, Manager of the company.


CAPITAL GROWTH: Amends Securities Purchase Agreement
----------------------------------------------------
Effective February 3, 2009, Capital Growth Systems, Inc. entered
into an amendment to its Securities Purchase Agreement, dated
November 20, 2008 by and among the Company and the holders of its
Junior Original Issue Discount Secured Convertible Debentures
issued November 20, 2008.  The Amendment became effective upon
execution of the Amendment by the Company and holders of not less
than 67% in interest of the November Debentures.  Under the
November Purchase Agreement, the Company had the affirmative
obligation to hold a meeting of its shareholders to seek approval
of an increase in the Company's authorized shares of common stock
to not less than 600 million within 75 days of the closing date of
the November Purchase Agreement.  The Amendment extends the
outside date by which the Company must hold the Authorized Share
Increase Shareholder Meeting to 175 days following the closing
date of the November Purchase Agreement.

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

               http://researcharchives.com/t/s?3975

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

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Ill., expressed substantial doubt
about Capital Growth Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses, negative cash flows
from operations and net working capital deficiency.

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

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


CARITAS HEALTH: U.S. Trustee Forms Five-Member Creditors Panel
--------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
five creditors to serve on an official committee of unsecured
creditors of Caritas Health Care Inc. and its debtor-affiliates.

The members of the Committee are:

   1) 1199 SEIU National Benefit Fund for
      Health & Human Service Employees
      Attn: Douglas Munson
      330 West 42nd St., 27th Fl.
      New York, NY 10036
      Tel: (646) 473-6402

   2) Aramark Healthcare Support Services, LLC
      Attn: Catherine Waligunda
      1101 Market Street, 29th Floor
      Philadelphia, PA 19107
      Tel: (215) 238-3275

   3) Cardinal Health
      Attn: Tom Gerhart
      7000 Cardinal Place
      Metro Three
      Dublin, OH 43017
      Tel: (614) 553-3124

   4) New York State Nurses' Association
      Attn: Therese Wittner
      120 Wall Street
      New York, NY 10005
      Tel: (212) 785-0157

   5) New York Hyberbaric and Woundcare Centers, LLC
      Tel: (914) 372-3150
      Attn: Andrew G. Barnett
      155 White Plains Road
      Tarrytown, NY 10591

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 Caritas Health

Headquartered in Jamaica, New York, Caritas Health Care Inc.
operates hospitals.  The Company and eight of its affiliates filed
for Chapter 11 protection on Feb. 6, 2009 (Bankr. E.D. N.Y. Lead
Case No. 09-40901).  Adam T. Berkowitz, Esq., at Proskauer Rose
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed JL Consulting LLC as their restructuring advisor
and Epiq Bankruptcy Solutions LLC as their claims agent.  When the
Debtors filed for protection from their creditors, the listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million.


CATHEDRAL BAPTIST: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Cathedral Baptist Church, Inc.
        aka The Cathedral United Baptist Church
        1137-45 Prospect Avenue
        Bronx, NY 10459

Bankruptcy Case No.: 09-10584

Type of Business: The Debtor is a church.

Chapter 11 Petition Date: February 10, 2009

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

Judge: Robert D. Drain

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: ago@rattetlaw.com

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

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

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

The petition was signed by Bishop Linda Spence, Vice President of
the company's Board of Directors.


CB RICHARD: Moody's Downgrades Senior Debt Rating to 'Ba2'
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of CB Richard
Ellis Services Inc. (senior debt to Ba2 from Ba1).  The outlook is
negative.

The ratings actions reflect CBRE's strained credit metrics,
particularly net debt to EBITDA and interest coverage.  Moody's
views that improving these metrics over the intermediate term will
be difficult given the deep economic downturn and ongoing
challenges in the capital markets.  The negative outlook reflects
Moody's concern that the current economic pressures could be long-
lasting and could result in further deterioration in the company's
operating performance.

The Ba2 rating reflects CBRE's sound franchise and leadership
position in the commercial real estate services sector, its
diversified revenue stream and its growth in annuity-like
businesses following the acquisition of Trammell Crow Company in
December 2006.  At the time of the TCC acquisition, Moody's viewed
the rise in leverage as transitional in nature; however, with the
protracted credit crisis and current economic conditions (both US
and global), Moody's now view CBRE's capital structure as more
permanent over the intermediate term.  The real estate services
business is highly correlated with real estate and economic
cycles, especially transactional businesses.  As a result, CBRE's
net debt to EBITDA increased to 4.9X at 12/31/08, a material
increase from 2.5X at 12/31/07 and interest coverage declined to
3.4X at 12/31/08 from 6.0X at 12/31/07.  The pressure on the
company's operating performance has also caused a deterioration in
CBRE's debt covenant cushions, particularly its leverage covenant.
Until the credit markets open, Moody's expect CBRE's metrics to
remain strained.  Positively, Moody's believes the company has
adequate liquidity to fund its 2009 debt and operating
obligations.

A stable rating outlook would be predicated upon a reduction in
leverage (net debt to EBITDA) closer to 3X and debt as a
percentage of assets approaching 40%, as well as sustained
recurring EBITDA margins of at least 12%.  Sustained deterioration
in operating performance resulting in recurring EBITDA margins
below 10%, further deterioration in its bank line covenant
cushion, or any increase in debt (beyond $2.2 billion) would
result in a downgrade.

These ratings were downgraded with a negative outlook:

  * CB Richard Ellis Services, Inc. -- senior secured bank credit
    facility to Ba2 from Ba1

Moody's last rating action with respect to CB Richard Ellis was on
October 31, 2006 when Moody's affirmed the senior debt ratings at
Ba1.

CB Richard Ellis Services, Inc. is the largest global provider of
commercial real estate services.  Services it provides include
property sales/leasing brokerage, property management, corporate
services and facilities management, capital markets advice and
execution, appraisal/valuation services, research and consulting.
CB Richard Ellis is headquartered in Los Angeles, California, USA,
and has approximately 29,000 employees and over 300 offices across
more than 50 countries.

CB Richard Ellis' 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 CB Richard Ellis' core industry and the company's
ratings are believed to be comparable to those of other issuers of
similar credit risk.


CHARYS HOLDING: Vision Opportunity Discloses 5.7% Equity Stake
--------------------------------------------------------------
Vision Opportunity Master Fund, Ltd., Vision Capital Advisors,
LLC, and Adam Benowitz disclose that each may be deemed to
beneficially own 3,333,333 shares of Charys Holding Company,
Inc.'s common stock.

Vision Opportunity Master Fund is a private investment vehicle
engaged in investing and trading in a wide variety of securities
and financial instruments for its own account.  It directly
beneficially owns all of the shares reported.  Mr. Benowitz, as
managing member of Vision Capital Advisors, LLC, and Vision
Capital Advisors, LLC, may be deemed to share with the voting and
dispositive power with respect to the shares.

As of December 31, 2008, Vision Opportunity Master Fund had the
ability to acquire up to 3,333,333 shares of Common Stock within
60 days through the exercise or conversion of derivative
securities, and thus beneficially owned 3,333,333 shares of Common
Stock, representing 5.7% of all of the outstanding shares of
Common Stock.

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

As reported in the Troubled Company Reporter on Jan. 13, 2009, the
Court approved on Jan. 8, the adequacy of the modified disclosure
statement for the Debtors' First Amended Joint Plan of
Reorganization, dated Jan. 6, 2009.  The Debtors were ordered to
mail the Solicitation Packages by no later than Jan. 16.  The
confirmation hearing will be held at 11:00 a.m. (prevailing
Eastern Time) on Feb. 25.


CHESAPEAKE CORP: Court Sets March 30 General Claims Bar Date
------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia set March 30, 2009, as the general claims bar date for
creditors of Chesapeake Corporation and its debtor-affiliates to
file proofs of claim.

Deadline for all governmental units is June 29, 2009.

Proofs of Claim must be submitted so that they are received on or
before 4:00 p.m. (prevailing Pacific Time) on the applicable Bar
Date to:

     Chesapeake Corporation Claim Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Ave., El Segundo, CA 90245

                   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 ENERGY: To Get Half of Parallel's Stake in Gas Field
---------------------------------------------------------------
Ben Casselman at The Wall Street Journal reports that Parallel
Petroleum Corp. will turn over half its 35% interest in a 25,600-
acre gas field in Fort Worth, Texas, rather than pay to drill
wells.

WSJ relates that Chesapeake Energy already holds most of the
remaining 65%.

Parallel Petroleum has entered into a farmout agreement with
Chesapeake Energy related to its Barnett Shale gas project.  On
February 11, 2009, Parallel and Chesapeake Energy entered into a
farmout agreement related to Parallel's approximate 35% interest
in their Barnett Shale gas project.  Under the farmout agreement,
for all wells drilled on Parallel's Barnett Shale leasehold from
November 1, 2008, through
December 31, 2016, Parallel has agreed to assign to Chesapeake
100% of Parallel's leasehold in the Barnett Shale, subject to
these terms:

          -- All wells drilled from November 1, 2008 through
             December 31, 2009, and all wells drilled during each
             succeeding calendar year through 2016 will be
             treated as a separate project or payout period,
             creating eight (8) separate projects or payout
             periods.

          -- At the time Chesapeake Energy commences the drilling
             of a well during one of the payout periods, Parallel
             will assign to Chesapeake Energy 100% of its
             leasehold interest within the subject unit or lease,
             reserving and retaining a 50% reversionary interest
             that will vest after Chesapeake recovers 150% of its
             costs for a particular payout period.  Until 150%
             payout has  been reached, Chesapeake Energy will
             fund 100% of Parallel's costs for drilling,
             completing and operating wells during the payout
             period.

          -- On each project, Chesapeake Energy is entitled to
             receive all revenues from Parallel's reversionary
             interest until Chesapeake Energy receives revenues
             totaling 150% of the drilling, completion and
             operating costs Chesapeake Energy incurs in funding
             Parallel's reversionary interest.

          -- Upon reaching the 150% payout level for a given
             project, 50% of the interest assigned to Chesapeake
             Energy will revert back to Parallel.

         -- After 150% project payout, Parallel will pay all
             costs and receive all revenues attributable to its
             50% reversionary interest in each project.

          -- For all wells drilled after January 1, 2017,
             Parallel will pay all costs and receive all revenues
             attributable to its 50% reversionary interest.

          -- Parallel is retaining all of its interest in wells
             commenced prior to November 1, 2008, except for
             three (3) wells commenced in late October 2008.
             Parallel is retaining all of its interest in
             approximately 90 gross (22.4 net) producing wells
             and 31 gross (9.49 net) wells in progress.

Parallel estimates that its Barnett Shale leasehold operated by
Chesapeake Energy and subject to the farmout agreement is
approximately 25,600 gross (9,300 net) acres.  Parallel
anticipates that approximately 61 gross (10.0 net) wells will be
drilled and included in the 2009 payout period from November 1,
2008 through December 31, 2009.  Payout of each project will
depend on drilling and completion costs, timing of completion and
pipeline connection to sales, and natural gas prices, among other
matters.

As of Parallel 31, 2008, Parallel had 37 gross (13.26 net) wells
in progress.  Of the 37 gross wells, 34 gross (12.12 net) wells
were shut-in awaiting pipeline, completing or awaiting completion,
and 3 gross (1.14 net) wells were drilling.  Of the 34 wells that
were shut-in awaiting pipeline, completing or awaiting completion,
31 gross (9.49 net) wells were in the Barnett Shale, 2 gross (1.75
net) wells were in the Wolfcamp, and 1 gross (0.88 net) well was
in the Permian Basin.  Of the 3 wells that were drilling, 1 gross
(0.01 net) well was drilling in the Wolfcamp, and 1 gross (0.88
net) well was drilling in the Permian Basin, and 1 gross (0.25
net) well was drilling in the Cotton Valley.

Revised 2009 CAPEX Budget

Parallel's revised 2009 CAPEX budget is approximately
$29.1 million. This is a 76% decrease when compared to the
$118.8 million preliminary 2009 CAPEX budget.  The $89.7 million
decrease is associated with reduced expenditures in the company's
North Texas Barnett Shale gas project as a result of its farmout
agreement with Chesapeake Energy and decreases in previously
planned drilling activity in the New Mexico Wolfcamp gas and
Permian Basin oil projects and is allocated as follows:

          -- $51.5 million decrease in the Barnett Shale,
          -- $9.7 million decrease in the Wolfcamp,
          -- $28.3 million decrease in the Permian Basin, and
          -- $0.2 million net decrease in the company's other
             projects.

Parallel's $29.1 million revised 2009 CAPEX budget includes
approximately $26.7 million for the completion of approximately 37
gross (13.3 net) wells that were in progress as of
December 31, 2008, the drilling and completion of approximately 7
gross (4.4 net) new wells, and the workover or conversion-to-
injection of approximately 22 gross (19.3 net) existing wells.
Approximately $2.4 million of the budget is allocated for the
purchase of leasehold and seismic data.  Of the total
$29.1 million revised CAPEX budget, Parallel has budgeted
approximately $12.1 million for its Permian Basin oil projects,
approximately $10.2 million for completion of previously drilled
wells in its Barnett Shale gas project and approximately
$5.2 million for its New Mexico Wolfcamp gas project.  The
remainder of the 2009 budget will be allocated to the Company's
other projects.

Larry C. Oldham, Parallel's President, commented, "During 2009,
our top priorities are to maximize liquidity and maintain
financial flexibility by funding our $29.1 million CAPEX budget
out of operating cash flow, while positioning ourselves to
capitalize on potential growth opportunities.  In November 2008,
we announced a $118.8 million preliminary CAPEX budget for 2009,
which included $61.7 million for the non-operated Barnett Shale
gas project.  Because of our farmout to Chesapeake, our 2009
capital requirements for the Barnett Shale gas project have
dropped 80% to $10.2 million for the estimated completion costs of
the 31 gross (9.49 net) wells that were in progress at year-end
2008."

Mr. Oldham further commented, "Due to the current disconnect
between low oil and natural gas prices and the relatively high
cost of goods and services, we are also reducing our 2009 CAPEX
budget in our Permian oil projects and our New Mexico Wolfcamp gas
project, all of which are under company control.  We will continue
to monitor commodity markets, service costs, economic conditions
and other factors and may further adjust our
$29.1 million 2009 CAPEX budget based upon product prices, service
costs and workover project inventory, among other factors.  In the
meantime, these measures will help us through these challenging
times."

               About Chesapeake Energy Corporation

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As reported by the Troubled Company Reporter on Jan. 30, 2009,
Moody's Investors Service assigned a Ba3 (LGD 4; 69%) rating to
Chesapeake Energy's pending $1 billion offering of senior
unsecured notes due 2015.

The TCR reported on Jan. 30, 2009, that Fitch Ratings assigned
'BB' issuer default and senior unsecured debt ratings.  Fitch also
placed a 'B+' convertible preferred stock rating on the company.
Fitch said that the rating outlook remains negative.

According to the TCR on Jan. 30, 2009, Standard & Poor's Ratings
Services assigned its 'BB' issue rating and '4' recovery rating to
oil and gas exploration and production company Chesapeake Energy
Corp.'s proposed $500 million senior unsecured notes due 2016.
Proceeds will repay outstanding bank debt.


CHRYSLER LLC: Talks on Retiree Trust Fund Restructuring Fail
------------------------------------------------------------
Chrysler LLC and General Motors Corp. have failed to reach an
agreement with the United Auto Workers on how to restructure a
trust fund for retiree health care, John D. Stoll, Matthew Dolan,
and Sharon Terlep at WSJ report, citing citing two people familiar
with the matter.

WSJ relates that the talks were slated to run through the weekend,
but they broke off on Friday.

According to WSJ, the disagreement on the health care trusts could
fuel concerns about the two firms' ability to win concessions from
the union and bondholders, which are required under the terms of
the emergency loans the firms secured from the government.
Failure to win concessions out of court could lead to the firms'
bankruptcy, WSJ relates.  WSJ states that GM and Chrysler have
developed extensive restructuring plans but have not made much
progress drawing up terms sheets with the UAW and bondholders.

Citing people familiar with the matter, WSJ says that GM and
Chrysler are trying to reduce how much company stock they have to
contribute into the health-care trust fund and other terms.

WSJ reports that GM and Chrysler, as part of their loan agreement
with the Treasury Department, also agreed to restructure a
voluntary employees' beneficiary association or VEBA with the UAW
by replacing half of the cash owed to the fund with stock.  VEBA
was established in 2007 labor negotiations and is designed to take
responsibility for tens of billions in health-care obligations
next year.  WSJ relates that VEBA will relieve the automakers of
several billion dollars of annual health-care costs, but the fund
needs billions in funding.

Chrysler and GM initially planned to transfer responsibility for
retiree health care to the union trust starting Jan. 1, 2010, but
now the firms want to shift that responsibility immediately, WSJ
states.

According to WSJ, half of the firms' obligation also includes cash
payments.  Citing a person familiar with the matter, WSJ says that
the companies hope to save cash by shifting additional risk to the
union.  WSJ relates that GM and Chrysler, instead of making large
cash payments in 2010 and 2012, want to make small payments
stretched out over 20 years.

WSJ, citing people familiar with the matter, states that the union
believes that changes proposed by the automakers to the retiree
health care trust were contrary to the requirements that lawmakers
have laid out.

GM, says WSJ, has also had difficulty nailing down terms of a
debt-for-equity swap that bondholders.  According to the report,
people familiar with the matter said that bondholders expressed
frustration with the UAW and some said that the union's leverage
over GM and Chrysler was unfair.  The report quoted the sources as
saying, "There is a growing sense that they may not be much worse
off in bankruptcy.  Talks have gone almost nowhere (and
bondholders) don't know what the company is going to be worth and
they feel the company is siding with the union."

                       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.


COMMERCIAL VEHICLE: Moody's Says Restructuring Won't Change Rtng.
-----------------------------------------------------------------
Moody's Investors Service commented that Commercial Vehicle Group,
Inc.'s announced business restructuring plan would not immediately
impact the company's ratings or outlook (including its B3
corporate family rating and negative outlook).

The last rating action was on January 26, 2009 when corporate
family rating was downgraded to B3 from B1 and a negative outlook
was assigned.

Commercial Vehicle Group, Inc. is a provider of customized
products for the commercial vehicle market.  The company had
revenues of approximately $778 million for the twelve month period
ended September 30, 2008.


CONNECTICUT OPERA: Shuts Doors; Won't File for Bankruptcy
---------------------------------------------------------
The Associated Press reports that the Connecticut Opera has
closed.

The Hartford Courant relates that the Connecticut Opera board
Chairperson John Kreitler said that group won't file for
bankruptcy because that would cost too much, and that opera
officials are working with creditors to resolve debts.  "It's
worse than sad, it's a shame.  It's just another casualty of the
economic conditions," The AP quoted Mr. Kreitler as saying.

According to The AP, the Connecticut Opera board president Brooks
Joslin said that the company decided to close two weeks ago.  The
AP relates that the Connecticut Opera's bank account was frozen.
The Connecticut Opera, says the report, no longer has funding
sources after its November production of "Don Giovanni" at the
Palace Theater in Waterbury got poor attendance.

The AP states that the Connecticut Opera closed its Hartford
office, laid off staff members, and told its 2,000 subscribers
that they won't be getting their money back on these canceled
productions: "Daughter of the Regiment" in March and "La Boheme"
in May.


COREL CORP: Files Form 10-K for Year Ended Nov. 3 With SEC
----------------------------------------------------------
On February 9, 2009, Corel Corporation filed with the Securities
and Exchange Commission Form 10-K containing its annual year for
the fiscal year ended November 3, 2008.

The Troubled Company Reporter noted that Corel Corporation
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 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.

A full-text copy of the Company's Annual Report is available for
free at: http://researcharchives.com/t/s?3974

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.

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.


CORN BELT: Illinois Regulators Appoint FDIC as Receiver
-------------------------------------------------------
Corn Belt Bank and Trust Company, based in Pittsfield, Illinois,
was closed on Fri., Feb. 13, 2009, by the Division of Banking,
Illinois Department of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with The Carlinville National Bank,
Carlinville, Illinois, to assume all of the deposits of Corn Belt
Bank and Trust Company.

Due to the observance of Presidents' Day on Mon., Feb. 16, 2009,
Corn Belt Bank and Trust Company's two offices will reopen on
Tues., Feb. 17, 2009, as branches of The Carlinville National
Bank.  Depositors of Corn Belt Bank and Trust Company will
automatically become depositors of The Carlinville National Bank.
Deposits will continue to be insured by the FDIC.

As of Dec. 31, 2008, Corn Belt Bank and Trust Company had total
assets of approximately $271.8 million and total deposits of
$234.4 million.  The Carlinville National Bank will pay the FDIC a
premium of 1.75 percent.

The Carlinville National Bank will not assume $92 million in
brokered deposits held by Corn Belt Bank and Trust Company.  The
FDIC will pay the brokers directly for the amount of their insured
funds.  Customers who placed money with brokers should contact
them directly for more information about the status of their
deposits.

Customers who would like more information about this transaction
can also visit the FDIC's Web site at:

    http://www.fdic.gov/bank/individual/failed/cornbelt.html

In addition to assuming all of the deposits of Corn Belt Bank and
Trust Company, The Carlinville National Bank agreed to purchase
approximately $60.7 million in assets, comprised mainly of cash,
cash equivalents and marketable securities.  The FDIC will retain
the remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $100 million.  The Carlinville National Bank's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's Deposit Insurance Fund compared to alternatives.  Corn Belt
Bank and Trust Company is the twelfth bank to fail in the nation
this year.  The last bank to fail in Illinois was National Bank of
Commerce, Berkeley, on Jan. 16, 2009.

In January 2009, Weiss Ratings assigned its E- rating to
Pittsfield-Ill.-based Corn Belt Bank and Trust Company.  Weiss
said that the institution currently demonstrates what it considers
to be significant weaknesses and has also failed some of the basic
tests Weiss uses to identify fiscal stability.  "Even in a
favorable economic environment," Weiss says, "it is our opinion
that depositors or creditors could incur significant risks."

Corn Belt Bank is not a member of the Federal Reserve.  Deposits
have been insured by the Federal Deposit Insurance Corporation
since the financial institution was established on Oct. 25, 1946.
Corn Belt Bank maintains a Web site at:

                  http://www.cornbeltbank.com/

FDIC data shows that Corn Belt Bank has two branches in Illinois
and one branch in Missouri.  At Sept. 30, 2008, Corn Belt Bank
disclosed $289 million in assets and $281 million in liabilities
in its regulatory filings.


CROSS REALTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Cross Realty Corporation
        30-32 Garden Street, Apt. 3
        Newark, NJ 07105

Bankruptcy Case No.: 09-13131

Chapter 11 Petition Date: February 10, 2009

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

Debtor's Counsel: Bruce W. Radowitz, Esq.
                  LaPenna & Radowitz
                  636 Chestnut Street
                  Union, NJ 07083
                  Tel: (908) 687-2333
                  Email: bradowitz@comcast.net

Total Assets: $900,000

Total Debts: $1,015,000

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

            http://bankrupt.com/misc/njb09-13131.pdf

The petition was signed by Gifford Cross, President of the
company.


CS&W PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CS&W Properties, LLC
        59 Gilbert Street
        Monroe, NY 10950

Bankruptcy Case No.: 09-35249

Chapter 11 Petition Date: February 11, 2009

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

Judge: Cecelia G. Morris

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

Total Assets: $976,500

Total Debts: $1,310,311

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

            http://bankrupt.com/misc/nysb09-35249.pdf

The petition was signed by Stephen Pawlowski, Managing Member of
the company.


CYBER PRO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Cyber Pro Systems, Inc.
        1 World Trade Center, Suite 2400
        Long Beach, CA 90831

Bankruptcy Case No.: 09-12930

Chapter 11 Petition Date: February 10, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Todd C. Ringstad, Esq.
                  2030 Main St #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  Email: becky@ringstadlaw.com

Total Assets: $955,256

Total Debts: $2,437,779

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

            http://bankrupt.com/misc/cacb09-12930.pdf

The petition was signed by Gerry Ibanez, CEO of the company.


DB ISLAMORADA: May Sell Furniture and Furnishings at Auction
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted on Jan. 30, 2009, DB Islamorada, LLC authority to sell at
an auction various furniture and furnishings which were purchased
for a condominium hotel which it is developing in Islamorada,
Monroe County, Florida.

As reported in the Troubled Company Reporter on Dec. 22, 2008,
DFS International offered to purchase the property for $100,000.

                        About DB Islamorada

Miami, Florida-based DB Islamorada LLC in developing a condominium
hotel in Islamorada, Monroe County, Florida.  The company filed
for Chapter 11 relief on on Nov. 29, 2007 (Bankr. S.D. Fla. Case
No. 07-20537).  Andrew D. McNamee, Esq., and Patricia A. Redmond,
Esq., at Stearns Weaver Miller Weissler Alhadeff and Sitterson,
P.A, represent the Debtor as counsel.  In its schedules, the
Debtor listed total assets of $28,236,009 and total debts of
$27,546,060.


DELPHI CORP: Salaried Retirees Object to Health Benefit Cutoff
--------------------------------------------------------------
Various retirees have submitted objections to the U.S. Bankruptcy
Court for the Southern District of New York relating to Delphi's
request to terminate health benefits for salaried retired workers.

According to Bloomberg's Bill Rochelle, one of the 30 letters
submitted was from a couple, who explained how they had a combined
65 years of service with General Motors Corp. and Delphi.  They
were fired during the bankruptcy and are too young to qualify for
Medicare.  To compound their problems, they can't move because
they put their Michigan home on the market a year ago and are yet
to receive an offer, the report adds.

Delphi's counsel, John Wm. Butler, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, has said that Delphi
will save $70 million a year if the identified employee programs
are eliminated.  He added that $1.1 billion in balance sheet
liability would be eliminated from the Debtors' reorganization
balance sheet if insurance and medical benefits were eliminated.
Assuming an April 1, 2009 effective date, it is anticipated that
upon effectiveness of the proposed terminations there will be cash
savings to the Debtors of $200,000,000 from 2009 through 2011 as
well as the elimination of balance sheet liabilities exceeding
$1.1 billion, he notes.

In its request for approval of the termination of the employee
programs, Mr. Butler informed the Court that the total enterprise
value of the company now "may be equivalent to, or even less than,
the amount of the debtor's post-petition obligations including"
bank loans.

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

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

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

                        About Delphi Corp.

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

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

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

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


DELTA GRAPHICS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Delta Graphics Inc.
        16 Elkins Road
        East Brunswick, NJ 08816

Bankruptcy Case No.: 09-13009

Chapter 11 Petition Date: February 8, 2009

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Todd E. Duffy, Esq.
                  Duffy & Atkins LLP
                  Seven Penn Plaza, Suite 420
                  New York, NY 10001
                  Tel: (212) 268-2685
                  Fax: (212) 500-7972
                  Email: tduffy@duffyandatkins.com

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

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

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

The petition was signed by Jonathan Katz, Chief Executive Officer
of the company.


DOLLAR THRIFTY: Amends Credit Agreement to Reduce Outstanding LOC
-----------------------------------------------------------------
On February 4, 2009, Dollar Thrifty Automotive Group, Inc., said
that it has obtained approval from the rating agencies and the
monoline insurers of its medium-term note programs to eliminate
the requirement that the Company maintain a specific percentage of
the value of its vehicle inventory under manufacturer guaranteed
repurchase or depreciation programs.  Under the previous terms of
the MTN programs, the Company was not permitted to have more than
75 percent of the net book value of its vehicle inventory
comprised of non-program, or risk, vehicles.  The Company will now
be able to maintain a fleet comprised of 100 percent risk
vehicles, while retaining the ability to purchase GDP vehicles at
its discretion to meet seasonal demand and allow flexibility in
its de-fleeting cycle.

"With this amendment, the Company obtains maximum flexibility in
purchasing vehicles.  We will be able to make fleet purchase
decisions based on the most favorable purchase economics available
in a rapidly changing market place, rather than a predetermined
mix of GDP and risk vehicles.  Additionally, this amendment allows
us the flexibility to reduce our credit exposure to the residual
value guarantees provided by the vehicle manufacturers during an
uncertain time in our economy," said Scott Thompson, President and
Chief Executive Officer.

The Company also announced that in conjunction with the approval
of the above amendment by the enhancement letter of credit issuer
under its senior secured credit facility, the Company also amended
its credit facility.  The Company permanently reduced the maximum
outstanding enhancement letters of credit with respect to its
commercial paper and MTN programs by $50 million to
$148 million, and made a corresponding reduction in its revolving
credit facility that permanently reduced the total revolving loan
and letter of credit commitment to $290 million.

"The reduction in the revolving loan and letter of credit
commitments is part of the overall process of right-sizing our
business to adapt to the current economic climate.  We have
already taken the necessary steps to reduce our overhead costs and
vehicle fleet levels to meet expected demand in 2009.  This
capacity reduction will further reduce the interest costs
associated with maintaining unused capacity for enhancement
letters of credit that exceeded the level required to support our
expected fleet financing structures.  These amendments are a win-
win for the lenders and the Company, and we believe demonstrate
our ability to work together on business issues of this nature,"
said Thompson.

A full-text copy of the Amendment to the Credit Agreement is
available for free at: http://researcharchives.com/t/s?397a

                       Ford Supply Agreement

On February 11, 2009, Dollar Thrifty Automotive Group said that it
has executed a secondary vehicle supply agreement with Ford Motor
Company that will allow the Company to source a portion of its
annual vehicle purchases through Ford until August 2012.  The
multi-year agreement will supplement the Company's primary supply
agreement with the Chrysler Corporation. Purchases will begin with
the 2009 model year.

"We are pleased to have Ford as a long-term supplier.  As we work
to satisfy our customers' varied rental needs, this agreement
provides us access to a broader array of product offerings, such
as long wheel based vans.  Additionally, it provides us a solid
secondary source for program vehicles," said Scott L. Thompson,
President and Chief Executive Officer.

Currently, the Company's primary vehicle supply agreement with
Chrysler -- which remains in effect through the 2011 model year --
requires the Company to purchase at least 75 percent of its
vehicles from Chrysler to obtain certain agreed upon volume
incentive payments.

             About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.


DOUBLE A: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Double A Homes Builders LLC
        aka Double A Homes, Inc.
        62200 West End Blvd., #4201
        Slidell, LA 70461

Bankruptcy Case No.: 09-10370

Type of Business: The Debtor is in the construction business.

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Melanie J. Forbes, Esq.
                  18164 Pinehurst Dr.
                  Prairieville, LA 70769
                  Tel: (225) 439-9107

Total Assets: $1,150,000

Total Debts: $1,469,648

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

            http://bankrupt.com/misc/laeb09-10370.pdf

The petition was signed by the Manager of the company.


EDUCATE INC: Moody's Downgrades Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Educate, Inc.'s corporate
family and probability-of-default ratings to B2 from B1, but
affirmed the Ba2 rating on the first lien senior secured credit
facilities and the B3 rating on the second lien term loan.  The
ratings downgrade reflects the company's weak operating
performance for the September 2008 quarter and Moody's expectation
for continued pressure on the business due to the discretionary
nature of its services.  In Moody's opinion these pressures,
combined with a decreasing cash balance and covenant step-downs,
increase the company's vulnerability to a potential financial
covenant violation.  Notwithstanding these concerns, the rating
considers the additional debt reduction that has occurred since
the large paydown associated with the sale of the Catapult
Learning business in March 2008 that has prevented a deterioration
in credit metrics.  Additionally, Sylvan enrollments and European
segment sales continue to hold up well.

These ratings were downgraded:

  -- Corporate Family Rating to B2 from B1;
  -- Probability-of-Default Rating to B2 from B1;

These ratings were affirmed:

  -- $15 million senior secured revolving credit facility due
     2012 at Ba2 (LGD2, 21%). Point estimate revised from (LGD2,
     24%);

  -- $87 million first lien term loan B due 2013 at Ba2 (LGD2,
     21%). Point estimate revised from (LGD2, 24%);

  -- $75 million second lien term loan due 2014 at B3 (LGD5,
     73%).  Point estimate revised from (LGD5, 75%).

The negative outlook continues to reflect Moody's concern that a
weak consumer spending environment will continue to pressure the
results of the core Sylvan franchise business given the
discretionary nature of its services and reduced credit
availability.

The last rating action was on June 20, 2008 when Moody's affirmed
Educate's B1 corporate family rating, but revised its ratings
outlook to negative from stable.

Headquartered in Baltimore, Maryland, Educate, Inc. is a leading
education services company for students ranging from pre-
kindergarten through high school.  The company's portfolio of
brands includes Sylvan Learning Centers, Schulerhilfe, and Ivy
West.


ENTERCOM RADIO: Moody's Withdraws Ratings for Business Reasons
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Entercom Radio
LLC for business reasons.

Entercom Radio, LLC

  -- Corporate Family Rating, Withdrawn, previously rated B1

  -- Probability of Default Rating, Withdrawn, previously rated
     B1

  -- Senior Subordinated Bonds, Withdrawn, previously rated B3,
     LGD6, 94%

  -- Outlook, Changed To Rating Withdrawn From Negative

The last rating action for Entercom was on October 17, 2008, when
Moody's lowered Entercom's corporate family rating to B1 from Ba3.
Entercom Communications Corp., headquartered in Bala Cynwyd,
Pennsylvania, operates over 100 radio stations clustered in 23
markets across the country.  Its revenue for the twelve months
ending September 30, 2008, was $455 million.


EQUAN REALTY: Taps Fox Rothschild LLP as General Counsel
--------------------------------------------------------
Equan Realty Corp. asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to employ Fox Rothschild LLP as
its general counsel, nun pro tunc to Feb. 12, 2009.

As the Debtor's general counsel, Fox Rothschild is expected to:

(a) assist, advise and represent the Debtor in its
     administration of the Debtor's estate;

(b) assist, advise and represent the Debtor in analyzing its
     assets and liabilities, investigating the extent and
     validity of liens and participating in and reviewing any
     proposed asset sales or dispositions;

(c) attend meetings and negotiate with the representatives of
     creditors, lessors and other parties in interests;

(d) take all necessary action to protect and preserve the
     interests of the Debtor and its estate, including, without
     limitation, the prosecution of actions on its behalf,
     negotiations concerning all litigation in which the
     Debtor's estate is involved, and review and analysis of all
     claims filed against the Debtor's estate;

(e) generally prepare on behalf of the Debtor all necessary
     motions, applications, answers, orders, reports and papers
     in support of positions taken by the Debtor;

(f) investigate the conduct of the Debtor's secured lenders and
     determine the extent, validity and priority of all liens
     against the Debtor's real property;

(g) appear, as appropriate, before this Court, the Appellate
     Courts, and other Courts in which matters may be heard and
     to protect the interests of the Debtor's estate before said
     Courts; and

(h) perform all other necessary or appropriate legal services in
     this case.

On Feb. 12, 2009, Fox received a $15,000 retainer from the Debtor.

Fred Stevens, Esq., a partner at Fox Rothschild LLP, assures the
Court that the firm does not hold any interest adverse to the
Debtors or its estate, and that the firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

As compensation for their services, Fox Rothschild's professionals
currently bill:

                             Hourly Rate
                             -----------
     Fred Stevens, Esq.         $395
     Partners                 $300-$580
     Associates               $215-$440
     Paralegals               $100-$235
     Legal Assistants          $95-$140

Fox Rothschild replaces Michael H. Schwartz & Associates, P.C. as
the Debtor's counsel.  The Court approved the Schartz Firm's
retention on Nov. 20, 2008.  On Dec. 10, 2008, the Schwartz Firm
filed an application with this Court ex parte, seeking to be
relieved as counsel to the Debtor, citing a number of disputes
including an inability to communicate with the Debtor's president,
Earl Martin.  On Dec. 23, 2008, the Court granted the application
and relieved the Schwartz Firm as counsel.  The Debtor relates
that it is currently investigating the Schwartz Firm's conduct to
determine whether causes exists to seek a return of some or all of
the retainer paid to the Schwartz Firm, and/or the payment of
additional damages.

Based in New York City, Equan Realty Corp. filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. S.D. N.Y. Case No. 08-14017).
When the Debtor filed for protection from its creditors, it listed
total assets of $10,755,997, and total debts of $5,884,523.


FALCON AIRLINK: Tough Economy Pushes Bankruptcy Filing
------------------------------------------------------
ABC 13 reports that Falcon Airlink has gone bankrupt, blaming lost
revenue and the tough economy for its collapse.

According to ABC 13, Falcon Airlink, which was located at
Asheville Regional Airport, closed earlier this month.  Students
claim that the school told them it was being relocated, say the
report.  Days later, the students received an e-mail informing
them of Falcon Airlink's closing, the report states.

ABC 13 relates that the students are demanding answers after
losing thousands of dollars.  Deanna Linke, one of the students,
had transferred more than $12,000 of a Salley Mae loan to her
school account, ABC 13 states.  ABC 13 reports that Falcon Airlink
owners Bryan and Angie Neal are now claiming in bankruptcy court
that all the money is gone.

Falcon Airlink said in a statement that no time was there any
attempt or intent to deceive or mislead students or employees.

Falcon Airlink is a flight school.


FIREPOND INC: Asset Foreclosure Sale Scheduled on February 23
-------------------------------------------------------------
An asset foreclosure sale on various assets of Firepond, Inc.,
will occur on Feb. 23, 2009, at 10:00 a.m. CST at 11 Civic Center
Plaza, Suite 310, Mankato, MN.  For additional information, please
contact Walter J. Gates, P.A. at 507-345-7722.

Firepond, Inc. (OTC BB: FPND), provides multi-tenant, on-demand
software that automates and simplifies the process companies use
to sell products and services in the United States.  It offers
Configure, Price, Quote (CPQ) software-as-a-service that automates
sales processes, enhances order accuracy, and accelerates sales
cycles.  The company also provides professional services, which
include consulting, implementation, and training services.
Firepond also provides technical support services, such as data
maintenance, enhancement, and end-user support services.  It
serves high technology, transportation, construction machinery,
agricultural equipment, and service companies.  The company,
formerly known as FP Technology Holdings, Inc., was founded in
1983 and is headquartered in Mankato, Minnesota.


FOAMEX LP: Lenders Extend Forbearance Period to February 18
-----------------------------------------------------------
Foamex International Inc. and Foamex L.P. entered into a
Forbearance Agreement, dated January 22, 2009 with Bank of
America, N.A., Wells Fargo Foothill, LLC, Wachovia Bank, National
Association, GE Business Financial Services Inc., and General
Electric Capital Corporation with respect to Foamex L.P.'s
Revolving Credit Agreement, dated as of February 12, 2007, as
amended.

Under the Forbearance Agreement, the Lenders agreed to forbear
from exercising their right to refuse to make Loans under the
Credit Agreement arising as a result of the Representation
Breaches and Specified Events of Default until January 30, 2009.
In addition, Foamex L.P. agreed to maintain the aggregate
Availability under the Credit Agreement to not less than
$8,500,000.

The Forbearance Agreement was subsequently amended by the parties
by a letter agreement to extend the forbearance period until
February 4, 2009.  On February 9, the parties further amended the
Forbearance Agreement (effective as of February 4) to provide that
(i) the forbearance period be extended to February 18, (ii) the
maximum commitments for the Lenders under the Credit Agreement be
reduced from $175 million to $100 million, and (iii) the aggregate
Availability could not be less than $9,000,000.

The Company continues to be in discussions with certain lenders
under its First Lien Term Credit Agreement regarding the terms of
a forbearance agreement. There can be no assurances, however, that
such discussions will result in the execution of a forbearance
agreement.

As reported by the Troubled Company Reporter on January 29, 2009,
Foamex LP missed $7.3 million in interest payments due at the end
of the Jan. 21 grace periods on the $325 million first-lien term
loan and the $47 million second-lien term loan, Bloomberg's Bill
Rochelle reports.

                  About Foamex International Inc.

Foamex International, Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces  polyurethane foam-based
solutions and specialty comfort products. The Company services the
bedding, furniture, carpet cushion and automotive markets and also
manufactures high-performance polymers for diverse applications in
the industrial, aerospace, defense, electronics and computer
industries.

The company and eight affiliates filed for chapter 11 protection
on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  On February 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' Second Amended Joint
Plan of Reorganization.  The Plan became effective and the company
emerged from chapter 11 bankruptcy on February 12, 2007.

                          *     *     *

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

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


GARY ARMITAGE: Files for Chapter 7 Liquidation in California
------------------------------------------------------------
Gary Armitage has filed for Chapter 7 liquidation in the U.S.
Bankruptcy Court for the Northern District of California,
PressDemocrat.com reports.

Court documents say that Mr. Armitage listed $50 million to
$100 million in liabilities.  Mr. Armitage, PressDemocrat.com
states, disclosed $1 million to $10 million in assets.

According to PressDemocrat.com, dozens of investors will sue
Mr. Armitage for allegedly defrauding them of tens of millions of
dollars.  The report says that the state Attorney General's Office
is investigating the matter.

PressDemocrat.com relates that the Department of Justice
investigators have dealt with more than 2,000 complaints against
Mr. Armitage, his former partner Jeff Guidi, and Redding real
estate investor James Koenig.  According to the report, investors
claimed that Messrs. Armitage, Guidi, and Koenig operated a
"classic Ponzi scheme," a form of financial fraud designed to lure
in new investors by promising unrealistically high returns.

Mr. Armitage closed his company, AGA Financial, in September 2008
and put his $2.5 million Healdsburg home and his castle in the
mountains outside Redding up for sale, PressDemocrat.com reports.

PressDemocrat.com states that former Marin residents Bonnie and
Monty Morrissey won an uncontested $312,704 judgment against Mr.
Armitage in Sonoma County Superior Court in January 2009.  The
report quoted Jeff Terry, a Santa Rosa attorney who represents
another investor in a case against Mr. Armitage as saying, "That
may be part of the reason he filed for bankruptcy, he wanted to
protect himself."  Mr. Armitage, according to the report, listed
the Morrisseys, Messers. Guidi and Koenig, and Bud and Noona
Merrill as creditors in his bankruptcy filing.

PressDemocrat.com says that Mr. Armitage's other creditors include
officials at ePlanning -- the Roseville-based stock brokerage that
licensed Mr. Armitage to sell securities -- Bank of America,
Chase, and several smaller banks.

Court documents say that Mr. Armitage took a credit counseling
class on December 17.

Russell Marne represents Mr. Armitage in the case,
PressDemocrat.com reports.

PressDemocrat.com reports that Jeremy Armitage, an investment
adviser and Mr. Armitage's son, was supposed to help manage the
accounts of hundreds of AGA Financial clients after his father
lost his broker's license.  Jeremy, and his wife, Mani, filed for
Chapter 7 bankruptcy on January 30, says PressDemocrat.com.
Michael Fallon, Jeremy's attorney, said that a meeting of
creditors will be held on March 4, according to the report.

Gary Armitage is a 57-year-old Healdsburg resident.  He is a Santa
Rosa financial adviser and the one-time owner of AGA Financial.


GENERAL DATACOMM: Knight Equity Discloses 7.6% Equity Stake
-----------------------------------------------------------
Knight Equity Markets, L.P., formerly Knight Securities, L.P.,
disclosed that it may be deemed to beneficially own 265,034 shares
of General Datacomm Industries, Inc.'s common stock or 7.60% of
the total shares outstanding.

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- provides secure,
NEBS-compliant networking for telcos, governments and businesses.
GDC's solutions help customers to bridge technologies, maximize
their investments in existing voice and data networks, and
transition to the newest network architectures.  GDC's product
offerings enable legacy and DSL network access; bandwidth
management, multiprotocol label switching (MPLS), voice over IP
(VoIP), Ethernet, power over Ethernet (PoE), and wireless
networking, and are supported by services for network
installation, maintenance, operations, repair, enterprise security
management and complete network outsourcing.

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.

As of Sept. 30, 2008, the company's balance sheet showed total
assets of $8,422,000 and total liabilities of $42,774,000,
resulting in total stockholders' deficit of $34,352,000.
Management noted that the company's financial statements for
fiscal 2008 have not yet been audited.  The company has limited
financial resources and had been negotiating audit fees with its
audit firm.  The negotiations delayed the start of the fiscal 2008
audit and on January 5, 2009, the audit firm terminated its audit
relationship with the company.  The predecessor audit firm had not
commenced its audit of the company's 2008 year-end financial
statements, but had completed its reviews of the company's
condensed financial statements included in Form 10-Q for each of
the first three quarters of fiscal 2008.  The company is in the
process of appointing new auditors.  The predecessor audit firm's
report on the company's fiscal 2007 financial statements is
expected to be reissued in connection with the completion of the
audit of the company's fiscal 2008 financial statements.


GENERAL MOTORS: May Seek Gov't Financial Backing for Bankruptcy
---------------------------------------------------------------
General Motors Corp. will ask the government to commit billions
more in bailout money to fund the company's operations, or provide
financial backing as part of a bankruptcy filing, John D. Stoll
and Sharon Terlep at The Wall Street Journal report, citing people
familiar with the matter.

According to WSJ, the sources said that GM will propose the two
alternatives in the viability plan due this month.

According to WSJ, House Speaker Nancy Pelosi and House Financial
Services Chairperson Barney Frank sent a letter to GM and Chrysler
LLC on Friday, laying out expectations for the viability plans and
asking that the plans demonstrate "a commitment that the
sacrifices necessary to turn the industry around will be shared
equitably by all stakeholders" and "a demonstrated commitment to
restructure your company's debt in a manner that protects the
interests of the taxpayers."

WSJ, citing the sources, states that the Treasury Department
believes that GM needs at least $5 billion more in U.S. loans to
continue operating beyond the first quarter.  WSJ relates that if
the government refuses to provide additional financial support to
GM in addition to the $13.4 billion already committed, the company
might file for bankruptcy.  The sources, according to WSJ, said
that GM believes that government funds would be needed for debtor-
in-possession financing should it file for bankruptcy, because
such money wouldn't be available from private sources.

People familiar with the matter said that GM chairperson and CEO
Rick Wagoner, who once opposed a bankruptcy filing, has become
influential in shaping the plan for a possible filing, WSJ states.
According to WSJ, GM's board started to seriously consider
bankruptcy in November 2008 as the firm's liquidity headed toward
unsustainable levels.  In December 2008, Mr. Wagoner hired
bankruptcy lawyers and advisers to start preparing a contingency
plan, said people familiar with the matter, WSJ relates, citing
people familiar with the matter.

Under bankruptcy, GM might assemble its viable assets, including
some U.S. brands and international operations, into a new company,
while the undesirable assets would be liquidated or sold under
protection of a bankruptcy court, WSJ relates.  According to the
report, contracts with bondholders, unions, dealers, and suppliers
would also be amended.

Bankruptcy reorganization is the surest way for GM to cut costs
and become viable, WSJ says, citing some experts and members of
the Congress.

GM's plan will include broad restructuring targets, including more
than 10 plant closures in North America, WSJ says.  It will
include updates on talks with unions and bondholders related to
concessions and an expected request for leeway on when it can
provide specific details about what cuts the two parties are
willing to make, WSJ relates.

                Union & Bondholder Talks Ongoing

WSJ relates that GM's talks with unions and bondholders haven't
yet produced commitments to concrete concessions as required by
terms of the federal loans.  Progress on the negotiations has been
slowed because the Obama administration has yet to appoint a "car
czar," as envisioned by the bailout program, the report states,
citing people familiar with the matter.  The report says that
union members are also frustrated over the amount of sacrifice
they are being asked to take, compared to other stakeholders like
dealers and even asbestos litigants.  GM may seek permission to
extend the March 31 deadline to complete certain restructuring
actions by at least several months, according to the report.

WSJ reports that United Auto Workers President Ron Gettelfinger
has been asking the government for more time to negotiate with the
auto makers.  People familiar with the matter said that Mr.
Gettelfinger also hopes that the government will take
responsibility for some of GM's $47 billion in retiree health care
obligations, WSJ states.

WSJ reports that GM received a tax break of $3 billion, as part of
President Obama's economic stimulus plan.

                          About GM

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

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

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

                        *     *     *

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

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

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

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


GENERAL MOTORS: William Powell Will Leave Firm on March 1
---------------------------------------------------------
General Motors Chairperson and CEO Rick Wagoner said that William
E. Powell, GM North America Vice President of Industry-Dealer
Affairs, has elected to retire on March 1, 2009.

"Bill Powell has made tremendous contributions to GM in a variety
of roles over the past 32 years, and we will miss his invaluable
insights," said Mr. Wagoner.  "Bill played a key role in the
successful realignment of GM's Channel structure and dealer
network during a challenging period for the industry.
Importantly, he was instrumental in strengthening GM's dealer
development program, which was the first in the industry."

Powell began his career with GM in 1977 at Buick Motor Division in
Flint, Michigan.  He moved through a span of sales assignments
prior to becoming general manager of the Dealer Network Investment
and Development Group and later the regional general manager of
GM's Southeast region for the Vehicle Sales, Service and Marketing
organization.  Mr. Powell graduated with a bachelor's degree from
Indiana University, and earned a master's degree from Pacific
Lutheran University.

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.


GOODY'S LLC: Wants to Hire FTI Consulting as Financial Advisors
---------------------------------------------------------------
Goody's LLC and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc., as financial advisors.

FTI will:

   a) assist the Debtors in the preparation of financial related
      disclosures required by the court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

   b) assist with the identification and implementation of short
      term cash management procedures;

   c) provide advisory assistance in connection with the
      development and implementation of key employee retention
      and other critical employee benefit programs;

   d) assist and advise the debtors with respect to the
      identification of core business assets and disposition of
      the assets or liquidation of unprofitable operations,
      including assisting with these: preparation of bid packages
      for liquidators and manage selection process; solicitation
      of potential inventory liquidators for going-out-of-
      business sale process; and negotiation of an agency
      agreement;

   e) assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of each;

   f) assist the Debtors regarding the valuation of the present
      level of operations and identification of areas of
      potential savings, including overhead and operating expense
      reductions and efficiency improvements;

   g) assist in the review and preparation of financial
      information for distribution to creditors, lenders and
      others, including, but not limited to, cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various assets and liability
      accounts, analysis of liquidity position, and analysis of
      proposed transactions for which court approval is sought;

   h) attend meetings and assist the in discussion with potential
      investors, banks and other secured lenders, any statutory
      committee appointed in these Chapter 11 cases, the U.S.
      Trustee, and other parties in interest and professional
      hired by the same as requested;

   j) analyze creditor claims by type, entity and individual
      claim, including assistance with development of a database
      to track the claims;

   i) assist in the preparation of information and analyze
      necessary for the confirmation of a plan of reorganization
      or liquidation in these Chapter 11 cases;

   j) assist and guide with developing, negotiating and executing
      363 sales or other potential sales of assets and business
      units;

   k) assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential
      transfers; and

   l) render other general business consulting or other
      assistance as the Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in this proceeding.

Steve Coulombe, senior managing director at FTI Consulting, Inc.,
tells the Court that FTI professionals' standard hourly rates are:

     Senior Managing Directors            $650 - $715
     Directors/Managing Director          $475 - $620
     Consultants/Senior Consultants       $235 - $440
     Administrative/Paraprofessionals     $100 - $190

Mr. Coulombe adds that FTI has received from the Debtors total "on
account" cash in the amount $275,000, to be applied to FTI's
professional fees, charges, disbursements for the engagement.
Since commencing the engagement, FTI has invoiced th Debtors in
the aggregate amount of $622,531.

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

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC --
http://www.shopgoodys.com-- Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.
The Debtor proposed Bass Berry & Sims PLC and Skadden Arps Slate
Meagher & Flom LLP as their special counsel; FTI Consulting Inc.
as financial advisor; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidation agent.

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

When the Debtors filed for protection from their creditors for the
second time, they listed assets and debts between
$100 million to $500 million each.


GREATER OHIO ETHANOL: Paladin Capital May Acquire Plant
-------------------------------------------------------
The Lima News reports that the Hon. Mary Ann Whipple of the U.S.
Bankruptcy Court for the Northern District of Ohio is expected to
approve the sale of the Greater Ohio Ethanol plant to Paladin
Capital Group during a hearing on Wednesday.

According to Lima News, Judge Whipple delayed approving the sale
on Wednesday while attorneys for the plant and its creditors draft
a final sale order.  Tim Hurley, the attorney for Greater Ohio
Ethanol, said that Paladin Capital's role as investor and the
people who talked lead creditor SunTrust into investing more than
$80 million into the failed project worked against them in the
bidding process, Lima News states.

Paladin Capital, says Lima News, helped built the plant.
According to Lima News, Paladin Capital put together about
$145 million in debt and equity financing to launch the
construction of the plant two years ago.  The report states that
Paladin Capital has offered to purchase the plant for
$5.75 million in cash and has pledged to pay a little more than
$15 million more in the future.

Lima News quoted Mr. Hurley as saying, "That there is a buyer who
put $80 [million] to $90 million in and now walks away with a
fraction of that and now they're going to sell it to the original
owner for a fraction of that, as you can imagine, that caused some
stress.  It was not an easy pill to swallow."

Lima News relates that Mr. Hurley admitted that the Paladin
Capital seems like a slight bid, but is the strongest chance the
plant will be back in operation.  "The result of this sale is, we
believe, an operational plant.  The buyer is an entity that knows
this facility well, which lost a lot of its own money in the
process, but has the wherewithal to put substantial money in this
plant," the report quoted Mr. Hurley as saying.  According to the
report, Mr. Hurley said that Greater Ohio Ethanol will pay for the
estimated $10 million to $25 million in repairs needed to get the
facility running correctly.

Paladin Capital could rehire former workers to help operate the
plant, Lima News says, citing Mr. Hurley.

                        About Greater Ohio

Headquartered in Lima, Ohio, GOE Lima LLC -- http://www.go-
ethanol.com/ -- operates an ethanol production facility.  The
company filed for protection on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Taft Stettinius & Hollister LLP is the
Debtor's proposed bankruptcy counsel.  When the Debtor filed for
protection from its creditors, its listed assets and debts between
$100 million to $500 million each.


HARTMARX CORP: Can Hire Moelis as Fin. Advisor, Investment Banker
-----------------------------------------------------------------
Hartmarx Corporation and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Moelis & Company LLC as financial advisor and
investment banker.

Moelis is expected to:

   a. undertake, in consultation with members of management of
      the Debtors, a comprehensive business and financial
      analysis of the Debtors;

   b. review and analyze the Debtors' assets and their operating
      and financial strategies;

   c. review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtors and industry trends;

   d. as deemed desirable by the Debtors, identify, initiate,
      review, negotiate, and evaluate any Sale Transaction, Asset
      Sale Transaction, Restructuring Transaction or Capital
      Transaction, and, if directed, develop and evaluate
      alternative proposals for a Sale Transaction, Asset Sale
      Transaction, Restructuring Transaction or Capital
      Transaction;

   e. solicit and evaluate indications of interest and proposals
      regarding any Sale Transaction, Asset Sale Transaction,
      Restructuring Transaction or Capital Transaction from
      current or potential lenders, equity investors, Acquirors
      or strategic partners;

   f. assist the Debtors in developing strategies to effectuate
      any Sale Transaction, Asset Sale Transaction, Restructuring
      Transaction or Capital Transaction, including financing
      alternatives;

   g. advise and assist the Debtors in the course of its
      negotiation of any Sale Transaction, Asset Sale
      Transaction, Restructuring Transaction or Capital
      Transaction and participate in such negotiations, as
      requested;

   h. determine and evaluate the risks and benefits of
      considering, initiating and consummating any Sale
      Transaction, Asset Sale Transaction, Restructuring
      Transaction or Capital Transaction;

   i. in coordination with the Debtors, prepare and implement a
      marketing plan and, working with management and based upon
      information provided by the Debtors, prepare one or more
      memoranda describing assets, properties or businesses to be
      sold in any Sale Transaction or Asset Sale Transaction;

   j. working with the Debtors' management and based upon
      information provided by the Debtors, prepare one or more
      memoranda describing the Debtors and its businesses for use
      in any potential Capital Transaction;

   k. contact potential Acquirors or investors that Moelis and
      the Debtors have agreed may be appropriate, and in
      rendering such services, Moelis may meet with
      representatives of Acquirors or investors and provide
      representatives with the Selling Memo or Information Memo
      and additional information about the Debtors' assets,
      properties and businesses as may be appropriate and
      acceptable to the Debtors, subject to customary business
      confidentiality agreements in form and substance approved
      by the Debtors;

   l. assist the Debtors in the development, preparation and
      distribution of selected information, documents and other
      materials to create interest in and to consummate any Sale
      Transaction, Asset Sale Transaction, Restructuring
      Transaction or Capital Transaction;

   m. assist the Debtors in valuing its assets or business,
      provided that any real estate or fixed asset appraisals
      will be undertaken by outside appraises, separately
      retained and compensated by the Debtors;

   n. be available at the Debtors' request to meet with the
      Debtors' management, board of directors, creditor groups,
      equityholders, and official committees appointed in any
      Bankruptcy Cases commenced by or against the Debtors or any
      of its subsidiaries or affiliates, whether individually or
      on a consolidated basis, or other parties to discuss any
      Sale Transaction, Asset Sale Transaction, Restructuring
      Transaction or Capital Transaction;

   o. if requested by the Debtors, participate in hearings before
      this Court and provide relevant testimony; and

   p. other financial advisory and investment banking services as
      may be agreed upon by Moelis and the Debtors, and that is
      within the scope of this engagement.

Kenneth Viellieu, a managing director of Moelis, told the Court
that Moelis would be paid these fees and expenses in respect of
its services:

   a. Monthly Fee.  During the term of the agreement, a cash fee
      of $150,000 per month.  Whether or not a Sale Transaction,
      Asset Sale Transaction, Restructuring Transaction or
      Capital Transaction has taken place or will take place,
      Moelis will earn and be paid the Monthly Fee every month
      during the term of this agreement.  50% of (i) the
      aggregate Monthly Fees paid, and (ii) the $100,000 fee paid
      pursuant to that certain letter agreement between us and
      the Debtors dated Dec. 9, 2008, will be offset against any
      Sale Transaction Fee, Asset Sale Transaction Fee,
      Restructuring Fee or Capital Transaction Fee, it being
      understood that and the aggregate amount offset will not
      exceed 50% of (i) the aggregate monthly fees actually paid
      by the Debtors and (ii) the Retainer Fee.

   b. Sale Transaction Fee.  Immediately upon closing of a Sale
      Transaction, the Debtor will pay Moelis in an amount equal
      to the greater of (i) 1.5% of the Transaction Value and
      (ii) $1,500,000.  It is understood and agreed that a
      separate fee will be payable in respect of each Sale
      Transaction in the event that more than one Sale
      Transaction will occur, provided that in any series of more
      than one Sale Transactions the $1,500,000 will be applied
      on an aggregate basis for all Sale Transactions.  In the
      case of a Liquidation Sale Transaction, the Debtors will
      pay Moelis a Sale Transaction Fee equal to the greater of
      (i) 1.5% of the Transaction Value implied by the bona fide
      bid for the purchase of the stock, assets, properties or
      businesses of the Debtors and (ii) $1,500,000.

   c. Asset Sale Transaction Fee.  Immediately upon closing of an
      Asset Sale transaction, the Debtor will pay a fee in cash
      in the amount to the greater of (i) 1.75% of the
      transaction value and (ii) $1,000,000.  In the case of a
      Liquidation Asset Sale Transaction, the Debtors will pay
      Moelis an Asset Sale Transaction Fee equal to the greater
      of 1.75% of the Transaction Value implied by the bona fide
      bid for the purchase of the Asset and (ii)  $1,000,000.  It
      is understood and agreed that a separate fee will be
      payable in respect of each Asset Sale Transaction or
      Liquidation Asset Sale Transaction in the event that more
      than one such transaction will occur, provided that the
      fees payable in connection with such series of Asset Sale
      Transactions or Liquidation Asset Sale Transactions will
      not exceed the greater of (i) 1.75% of the aggregate
      Transaction Value in the series of transactions and (ii)
      $2,500,000.

   d. Restructuring Fee.  In addition to the foregoing Monthly
      Fees, the Debtors will pay a fee of $2,000,000 in cash upon
      consummation of a Restructuring Transaction.  The
      Restructuring Fee will be paid immediately upon the
      consummation of a Restructuring Transaction; provided,
      however, that in connection with a Restructuring
      Transaction that is consummated in connection with a pre-
      packaged plan of reorganization in a Bankruptcy Case, the
      Restructuring Fee will be earned and paid by the Debtors
      prior to the commencement of the Bankruptcy Case.  To the
      extent a Sale Transaction, Asset Sale Transaction Fee or
      Capital Transaction Fee is paid, the Restructuring Fee will
      be reduced by the aggregate amount of any Sale Transaction
      Fees, Asset Sale Transaction Fees and Capital Transaction
      Fees paid by the Debtors, but in no event will the
      Restructuring Fee be reduced by more than $2,000,000.

   e. Capital Transaction Fee.  In addition to the foregoing
      Monthly Fees, the Debtors will pay Moelis a fee in cash
      upon consummation of a Capital Transaction, in an amount
      equal to (i) 3.5% of the aggregate amount of new debt
      obligations raised in a Capital Transaction, and (ii) 5.0%
      of the aggregate amount or face value of new capital raised
      in a Capital Transaction in the form of equity, equity-
      linked securities, options, warrants or other rights to
      acquire equity interests of the Debtors.  The Capital
      Transaction Fee will be paid immediately upon the closing
      of each Capital Transaction; provided, however, that in
      connection with a Capital Transaction consummated in
      connection with a pre-packaged plan of reorganization in a
      Bankruptcy Case, the Capital Transaction Fee will be earned
      and paid by the Debtors prior to the commencement of the
      Bankruptcy Case. It is understood and agreed that a
      separate Capital Transaction Fee will be payable in respect
      of each Capital Transaction in the event that more than one
      Capital Transaction will occur.

   f. Expenses.  Reimbursement of 100% of all reasonable expenses
      incurred by Moelis in connection with performing services
      under the Engagement Letter.

Mr. Viellieu added that on Dec. 9, 2008, the Debtors paid Moelis a
$100,000 retainer and agreed to pay other fees for completion of a
selling memo and consummation of a placement of debt or equity
securities, as discussed in the Viellieu Verified Statement.  As
of the Petition Date, Moelis does not hold a prepetition claim
against the Debtors for services rendered.

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

                          About Hartmarx

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.  The company and its affiliated debtors filed for
bankruptcy protection on January 23, 2009 (Bankr. N.D. Ill. Lead
Case No. 09-02046).  George N. Panagakis, Esq., Felicia Gerber
Perlman, Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for bankruptcy, they listed
$483,108,000 in total assets and $261,220,000 in total debts as of
August 31, 2008.


HEALTHEAST CARE: Moody's Cuts Rating on $273.9 Mil. Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 rating
assigned to HealthEast's $273.9 million of outstanding debt.  The
outlook is stable.  The downgrade is based on the cumulative
effect of an anticipated decline in both financial performance due
to strategic investments for quality initiatives and cash assets
that has returned HealthEast to a below investment grade rating
category.  The currently modest level of cash has been exasperated
by market conditions and returns the system to fiscal 2004 levels
of liquidity.

HealthEast operates 519 staffed beds at three acute care hospitals
in downtown St. Paul (St. Joe's), Maplewood (St. John's) and
Woodbury (Woodwinds), as well as a 140-bed long term acute care
hospital, an outpatient diagnostic imaging site and two outpatient
surgery sites.  The system also employs approximately 120 primary
care physicians at 13 locations.

Legal Security: The bonds are secured by a gross revenue pledge
from the Obligated Group, which includes HealthEast's three acute
care hospitals, the long term acute hospital and the parent,
representing the vast majority of total system cash flow.  A
mortgage is included on all of the obligated group properties.

Interest Rate Derivatives: none

Challenges

* Decline in liquidity to $101 million (47 days) from peak levels
  at FYE 2007 of $133.0 million (69 days) is expected to be
  maintained at this level over the immediate term, effectively
  eliminating the balance sheet gains achieved with the
  sale/leaseback transaction during 3Q05 which boosted cash by
  $37.6 million.  Market conditions and capital spending have
  contributed to a reduction in cash reserves that is inadequate
  for a system of this size at the investment grade level. Cash
  declined further to $95.6 million (43 days) as of December 31,
  2008.  Management has articulated to Moody's that it will
  reduce capital spending if operating performance does not meet
  its 1% operating margin target.

* Leveraged balance sheet evidenced by low cash-to-debt ratio
  (36.5%), high debt to cashflow (11.0 times) and weak MADS (1.68
  times) coverage for FY 2008.  MADS coverage was last below 2.0
  times in 2004.

* Operating profits suppressed again in FY2008 by increased
  expenses associated with quality initiatives ($14.1 million
  spent since FY2007) that may provide for potential benefits
  over the longer term.  HealthEast has been cited for its
  quality standards before this recent investment and Moody's is
  uncertain if the benefits of this increased spending, which
  offset profitability and impact cashflow, will deliver a
  measurable payback.

* Competitive pressures derive from a consolidated healthcare
  provider market and intensified physician alignment strategies.

* Transparency of costs in Minnesota has held rate increases to
  modest increases from the three large commercial payers who
  have significant market leverage.  Increased contractual
  allowances for uncompensated care patients therefore makes
  revenue growth highly dependent on volume growth.

* Volume decline through the first quarter of 2009 is material at
  9% compared to prior period and reflects a softening local
  economy.  A new electronic system to monitor available beds
  across the system should help with this monitoring, eliminating
  diverts and maintaining volume through patient transfers within
  the system.  Meeting volume targets is critical to meeting
  budget for 2009.

* According to Moodysinvestors.economy.com, the Minneapolis
  economy has been weakening for the past half year, at a pace
  more or less comparable to that for the nation as a whole.
  Construction and manufacturing employment have continued to
  decline steadily and deeply, and have now been joined by a
  worrisome recent drop in the key professional services industry
  as the corporate offices of Northwest shrink following the
  merger with Delta.  The local unemployment rate, typically one
  half point lower than the U.S. rate has risen sharply, and is
  now nearly 6%.

Strengths

* Multi-year history of profitable operations but noted softening
  of performance levels since peak performance in FY2005 due to
  quality initiatives and flattening volume trends.

* Distributed location of hospitals in St. Paul is a competitive
  advantage with Woodwinds Hospital becoming a strong contributor
  of revenue and cashflow to the system.  Additional beds added
  at Woodwinds contribute to that facility's growing volume and
  medical staff and favorable cashflow trend.

* Construction of new five-story, all private room patient tower
  at St. Joseph's Hospital completed, providing a competitive
  market advantage as the first all private bed hospital in the
  Twin Cities and expectations for improved volume at this
  facility.  Emergency department expansion and renovation to
  begin shortly that will complete the total renovation of this
  facility.

* Debt schedule delays the funding of principal payments until
  FY2012, providing an operating window for additional financial
  flexibility while the system pursues its quality initiatives.
  No additional debt is planned unless sufficient present value
  savings and reduced MADS are achieved.

* Debt is all fixed rate with no derivatives.

* Investment in quality initiatives is expected to improve
  performance over time, gain market share through consumer
  driven plans and aid in recruitment of specialists.

* No major capital projects are planned.

Outlook

The stable outlook reflects Moody's belief that the system's
financial performance and balance sheet measures will be
maintained at current levels.  Capital plans remains relatively
unchanged and investments in quality initiatives that are expected
to lead to an improved competitive position over the longer term
will limit balance sheet improvement until the intermediate term.

What could change the rating--UP

Improved operating profits, return to peak cash balances from
current levels, evidence of improved market position

What could change the rating--DOWN

Decline in cash balances as expected, deterioration in operating
performance, shift in volume and change in competitive position

Key Indicators

* Assumptions & Adjustments:

  -- Based on financial statements for HealthEast Care System
  -- First number reflects audit year ended August 31, 2007
  -- Second number reflects audit year ended August 31, 2008
  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 36,719 admissions; 36,600 admissions

* Total operating revenues: $726.5 million; $786.8million

* Moody's-adjusted net revenue available for debt service:
  $50.6 million; $41.5 million

* Total debt outstanding: $311.9 million; $309.3 million

* Maximum annual debt service: $24.635 million;
  $24.635 million

* MADS Coverage with reported investment income: 2.91 times; 2.17
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.06 times; 1.68 times

* Debt-to-cash flow: 9.0 times; 11.0 times

* Days cash on hand: 71.2 days; 54.0 days

* Cash-to-debt: 43.9%; 36.5%

* Operating margin: 1.1%; 0.9%

* Operating cash flow margin: 5.6%; 4.8%

Rated Debt (debt outstanding as of August 31, 2008)

  -- Series 2005, $203.7 million outstanding, rated Ba1, fixed
     rate

  -- Series 1998, $48.4 million outstanding, rated Ba1, fixed
     rate

  -- Series 1997, $21.8 million outstanding, rated Ba1, fixed
     rate

The last rating action was on December 12, 2007 when the rating of
HealthEast Care System was affirmed at Baa3 and the negative
outlook was affirmed.


HUMAN TOUCH: Moody's Downgrades Corporate Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded Human Touch LLC's probability
of default rating to Ca from Caa2, corporate family rating to Ca
from Caa3, and the rating on its senior unsecured notes to C from
Caa3.  The ratings outlook is negative. The SGL-4 speculative
grade liquidity rating was affirmed.

The downgrades reflect Moody's view that the probability of Human
Touch defaulting on its obligations over the next twelve months
has materially increased, as the company continues to suffer from
precipitous declines in revenue and profitability due to a sharp
drop in discretionary consumer spending.  The ratings also reflect
Moody's view for below average recovery in a default scenario.
Further, Human Touch's liquidity is weak, as reflected in the SGL-
4 liquidity rating, due to a likely need to seek near-term
covenant relief and renew/extend its revolving credit facility
that expires March 31, 2009.

The ratings outlook is negative, reflecting Moody's expectation
for continued weak operating performance and liquidity through
2009.  The outlook also reflects Moody's view that Human Touch's
capital structure is unsustainable in this weak environment, with
a high probability of default over the near term.

Ratings lowered:

  -- Corporate Family Rating to Ca from Caa3
  -- Probability of Default Rating to Ca from Caa2
  -- Senior unsecured notes to C (LGD5, 80%) from Caa3 (LGD5,
     79%)

Ratings affirmed:

  -- Speculative grade liquidity rating at SGL-4

The ratings outlook is negative.

The previous rating action for Human Touch LLC was on May 21,
2008, when Moody's downgraded the company's corporate family
rating to Caa3 with a negative outlook.

Human Touch LLC, (operating subsidiary of Interactive Health,
Inc.) located in Long Beach, California, is a producer and
marketer of robotic massage chairs, zero-gravity chairs and
massage products.  Sales for the twelve month period ended
September 30, 2008 were about $80 million.


IDENTIPHI INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: IdentiPHI, Inc.
        fdba Saflink Corporation
        13809 Research Blvd., Ste. 275
        Austin, TX 78750

Bankruptcy Case No.: 09-10349

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  Email: martinec@mwvmlaw.com

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

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

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

            http://bankrupt.com/misc/txwb09-10349.pdf

The petition was signed by Jeffrey T. Dick, CFO of the company.


INNOVATION LUGGAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Innovation Luggage, Inc.
        60 Metro Way
        Secaucus, NJ 07094

Bankruptcy Case No.: 09-10564

Chapter 11 Petition Date: February 10, 2009

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

Judge: James M. Peck

Debtor's Counsel: Scott K. Levine, Esq.
                  Platzer, Swergold, Karlin, Levine,
                  Goldberg & Jaslow, LLP
                  1065 Avenue of the Americas
                  18th Floor
                  New York, NY 10018
                  Tel: (212) 593-3000
                  Fax: (212) 593-0353
                  Email: slevine@platzerlaw.com

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

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

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

            http://bankrupt.com/misc/nysb09-10564.pdf

The petition was signed by Charles P. Donato, CEO of the company.


IRVINE SENSORS: Signs Subscription Agreement With 5 Investors
-------------------------------------------------------------
On February 3, 2009, Irvine Sensors Corporation entered into a
Subscription Agreement with five accredited individual investors,
pursuant to which the Company expanded its private placement that
was previously disclosed on November 10, 2008, in a closing of the
issuance of secured promissory notes in the original aggregate
principal amount of $182,000 and, as consideration for making the
advances under the Notes, agreed to issue to the Investors an
aggregate of 113,750 shares of the Company's Common Stock.  The
Shares have not been registered under the Securities Act of 1933
and may not be offered or sold absent registration or an
applicable exemption from registration.  The number of Shares
being issued equals 25% of the principal amount of the Notes
divided by $0.40.

The Notes bear interest at 12.0% per annum and will mature and
become payable 6 months following their issuance.  All amounts
payable under the Notes are accelerated upon the occurrence of
certain bankruptcy-related events.  The Notes are secured by a
security agreement in substantially all of the Company's assets
and such security interest is senior to certain obligations of the
Company to Longview Fund, LP, and Alpha Capital Anstalt pursuant
to an intercreditor agreement and collateral agent agreement.

In consideration for services rendered as the lead placement agent
in the Private Placement, the Company issued to J.P. Turner &
Company, LLC, a five-year warrant to purchase 59,150 shares of the
Company's Common Stock at an exercise price of $0.40 per share,
which represents 13% of the gross proceeds divided by $0.40.  JP
Turner also will receive, in consideration for services rendered
as lead placement agent, (i) cash commissions aggregating $14,560,
which represents 8% of the gross proceeds, (ii) a management fee
of $3,640, which represents 2% of the gross proceeds and (iii) an
expense allowance fee of $5,460, which represents 3% of the gross
proceeds.

The Company has not granted registration rights with respect to
the Shares or the JP Warrant.  The proceeds from the Private
Placement will be used to finance the working capital needs of the
Company.  The Company had 5,641,792 shares of Common Stock
outstanding immediately prior to the Private Placement.

A full-text copy of the Form of Subscription Agreement is
available for free at: http://researcharchives.com/t/s?3977

                       About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of September 28, 2008, the company's balance sheet showed total
assets of $22,884,000 and total liabilities of $31,343,200,
resulting in total stockholders' deficit of $8,459,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007 and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."

The Troubled Company Reporter reported on Jan. 21, 2009, that
Irvine Sensors Corporation received a written notice from
The Nasdaq Stock Market on January 14, 2009, indicating that the
company failed to comply with the minimum stockholders' equity,
market value and net income from continuing operations
requirements for continued listing set forth in Nasdaq Marketplace
Rule 4310(c)(3) because the company's stockholders' equity is
below the Nasdaq minimum stockholders' equity listing requirement
of $2,500,000, the market value of the company's listed securities
is below the Nasdaq minimum market value listing requirement of
$35,000,000 and the Company's net income from continuing
operations is below the Nasdaq minimum listing requirement of
$500,000 for the most recently completed fiscal year or two of the
three most recently completed fiscal years.


IRVINE SENSORS: To File Form 10-Q Report by February 17
-------------------------------------------------------
Irvine Sensors Corporation is unable to file its Form 10-Q for the
fiscal quarter ended December 28, 2008, within the prescribed
period without unreasonable effort or expense.

"On December 11, 2008, the Company entered into an agreement to
sell a substantial number of its patents, the exact list of which
have not yet been finalized, for cash proceeds of up to
$9.5 million and a license back to the Company for worldwide,
royalty-free use of the patented technology, subject to completion
of certain conditions, including obtaining the consent of the
Company's secured lenders to the transaction.  The parties agreed
to use reasonable efforts to close the 2008 Patent Sale and
License within thirty calendar days following the later of
December 11, 2008, or the date on which the last of specified
deliverables was received by the purchaser, but holiday
interruptions delayed such schedule, and there can be no guarantee
that closing will occur on an extended schedule or at all.
Nonetheless, based on the best information available and
considering the materiality of the potential transaction, the
Company devoted significant resources to evaluating possible
disclosures of this pending transaction and its ramifications in
the Form 10-Q to reflect various assumptions as to final terms and
timing of the 2008 Patent Sale and License.  This process
complicated the review of the Form 10-Q, which has necessitated
the additional time to file the Form 10-Q.  The Company intends to
file the Form 10-Q as soon as possible, but in any event plans to
file no later than February 17, 2009," Chief Financial Officer
John J. Stuart, Jr., disclosed in a regulatory filing dated
February 11, 2009.

                       About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of September 28, 2008, the company's balance sheet showed total
assets of $22,884,000 and total liabilities of $31,343,200,
resulting in total stockholders' deficit of $8,459,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007 and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."

The Troubled Company Reporter reported on Jan. 21, 2009, that
Irvine Sensors Corporation received a written notice from
The Nasdaq Stock Market on January 14, 2009, indicating that the
company failed to comply with the minimum stockholders' equity,
market value and net income from continuing operations
requirements for continued listing set forth in Nasdaq Marketplace
Rule 4310(c)(3) because the company's stockholders' equity is
below the Nasdaq minimum stockholders' equity listing requirement
of $2,500,000, the market value of the company's listed securities
is below the Nasdaq minimum market value listing requirement of
$35,000,000 and the Company's net income from continuing
operations is below the Nasdaq minimum listing requirement of
$500,000 for the most recently completed fiscal year or two of the
three most recently completed fiscal years.


JOHN COLVIN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: John Kent Colvin
        Sherrie Rice Colvin
        1229 Chickering Road
        Nashville, TN 37215

Bankruptcy Case No.: 09-01370

Chapter 11 Petition Date: February 10, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St. Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $1,505,235

Total Debts: $1,393,545

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

            http://bankrupt.com/misc/tnmb09-01370.pdf

The petition was signed by John Kent Colvin and Sherrie Rice
Colvin.


JOHN HOPKINS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: John W. Hopkins
        7501 North 35th Avenue
        Phoenix, AZ 85051

Bankruptcy Case No.: 09-02249

Chapter 11 Petition Date: February 10, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman PC
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144
                  Email: anewdelman@qwestoffice.net

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

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

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

The petition was signed by John W. Hopkins.


JOHNNIE RUTLAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Johnnie R. Rutland
        aka John Rutland
        13410 Cavalier Woods Drive
        Clifton, VA 20124

Bankruptcy Case No.: 09-10987

Chapter 11 Petition Date: February 11, 2009

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

Debtor's Counsel: Thomas J. Stanton, Esq.
                  Stanton & Associates, P.C.
                  221 South Fayette Street
                  Alexandria, VA 22314
                  Tel: (703) 299-4445
                  Email: tstanton@us.net

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

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

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

            http://bankrupt.com/misc/vaeb09-10987.pdf

The petition was signed by Johnnie R. Rutland.


JOYSTAR/TRAVELSTAR: Court Converts Chapter 7 Case to Chapter 11
---------------------------------------------------------------
Smarbrief.com reports that the U.S. Bankruptcy Court for the
Southern District of Florida has granted JoyStar/TravelStar's
request to convert its Chapter 7 involuntary liquidation case to
Chapter 11 reorganization.

As reported by the Troubled Company Reporter on Feb. 5, 2009,
Axelrod, a veteran agent and successful meeting planner, filed an
involuntary Chapter 7 petition against JoyStar/TravelStar.  Mr.
Axelrod, owed $35,491, urged other JoyStar agents to join in the
action.  Mr. Axelrod said that JoyStar owes 15 agents an estimated
$150,000 in unpaid commissions from the company.  According to Mr.
Axelrod, up to 50 agents may be owned as much as $250,000 in
unpaid commissions.

According to Smartbrief.com, the Court allowed Carnival, NCL,
Princess, and Holland America to permit agents to move bookings to
other host agencies.

JoyStar/TravelStar is based in Aliso Viejo, California.


KELLY GEARHART: Files for Chapter 7 Liquidation
-----------------------------------------------
Karen Velie at CAL Coast News reports that Kelly Gearhart and his
wife, Tamara Lowe, have filed for Chapter 7 liquidation in the
U.S. Bankruptcy Court for the Northern District of Ohio.

Kate Bradley of Akron represents the debtors, says CAL Coast News.

According to CAL Coast News, Mr. Gearhart and Ms. Lowe listed $6.5
million in estimated assets and $45.1 million in estimated debts.
CAL Coast News says that dozens of properties listed in the
bankruptcy petition have values substantially below Mr. Gearhart's
debts.  The report states that Mr. Gearhart's liabilities include:

     -- $5 million owed to First Bank of San Luis Obispo;

     -- $1.7 million owed to San Luis Trust Bank;

     -- $39,421 owed to local attorney firm Adamski, Moroski,
        Madden, and Green;

     -- $11 million owed to Hurst Financial for interest in
        Beacon Road and a parcel on Highway 41;

     -- $6.4 million owed to the Fred Russell Trust; and

     -- a long list of local lending institutions, companies,
        government entities, and individuals.

CAL Coast News relates that more than 600 creditors are listed on
the petition.

Mr. Gearhart, according court documents, said that his LLCs and
corporations "are substantially insolvent and have no realizable
value."  The bankruptcy filing excludes Mr. Gearhart's corporation
and LLC holdings, CAL Coast News reports.

CAL Coast News relates that Hurst Financial Inc. lent Mr. Gearhart
and his holdings more than $70 million -- much of that money went
to Mr. Gearhart through his LLCs and corporations and isn't
included in the bankruptcy filing.  Hurst Financial Inc., the
report says, lent Mr. Gearhart about $26 million on the property
even though it was appraised at only $4.5 million, subjecting
investors, primarily seniors, to millions in personal losses.

CAL Coast News states that that the debtors moved to Wadsworth,
Ohio, in November 2008, after threats of physical violence by an
angry investor.

CAL Coast News reports that David Rios and Murray Powell filed an
11-count lawsuit against Mr. Gearhart and Hurst Financial
principals Jay Miller and Courtney Brard in San Luis Obispo County
Superior Court last year, alleging fraud and civil conspiracy.
Messrs. Rios and Powell claimed that the defendants misled
investors and misappropriated funds, according to the report.
Mr. Gearhart, says the report, had provided Messrs. Rios and
Powell a personal guarantee on the business-related debt.

The FBI is investigating Mr. Gearhart on alleged fraudulent
business activities, CAL Coast News states, citing source.

Kelly Gearhart is a North County developer.


KINGSLEY TOWERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kingsley Towers LLC
        185-201 Bridge Plaza North
        Fort Lee, NJ 07024

Bankruptcy Case No.: 09-13336

Type of Business: The Debtor owns an apartment building.

Chapter 11 Petition Date: February 12, 2009

Court: District of New Jersey (Newark)

Debtor's Counsel: David L. Bruck, Esq.
                  bankruptcy@greenbaumlaw.com
                  Greenbaum, Rowe, Smith, et. al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  (732) 549-5600
                  Fax : (732) 549-1881

Estimated Assets: $14,425,530

Estimated Debts: $12,935,602

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Le Cross House                                   $645,900
Condominium Association
Att: Taylor Management Co.
100 East Hanover Avenue
Cedar Knolls, NJ 07927

Huntington Bailey LLP                            $173,981
312 Kindermack Road
Westwood, NJ 07675

Lewis A. Schein & Co., Inc.                      $15,500
185 Bridge Plaza North
Fort Lee, NJ 07024

Wilkin & Guttenplan, P.C.                        $8,700

Cillick and Sprague                              $5,103

Bortz, Edward D.                                 $3,917

Charsinsky, Art and Paula                        Unknown
Bloom

Danlasky, Bryan                                  Unknown

Hwang, Sumiko and Vincent                        Unknown

Internal Revenue Service                         Unknown

Lerman, Nechama                                  Unknown

Levy, Frank                                      Unknown

Moayer, Manny                                    Unknown

Mobile Steam Boiler Rental                       Unknown
Corp.

Mobile Steam Boiler Rental Corp.                 Unknown

Principe, Frank                                  Unknown

Roberts, Peter J.                                Unknown

Rosen, Arnold and Henny                          Unknown

Rutman, Bella                                    Unknown

Sandoval, Francisco                              Unknown

Schein, Lewis                                    Unknown

The petition was signed by Eliot C. Nisenbaum, managing member.


LANDAMERICA FINANCIAL: Sec. 341 Meeting Adjourned to March 6
------------------------------------------------------------
The meeting of creditors of LandAmerica Financial Group, Inc. and
LandAmerica 1031 Exchange Services, Inc., pursuant to Section 341
of the Bankruptcy Code, has been rescheduled to March 6, 2008, at
10:00 a.m.

The Meeting will be held at the Office of the U.S. Trustee at 701
East Broad St., Suite 4300, in Richmond, Virginia.

The Section 341 meeting was originally set for January 23, 2009.

All creditors are invited, but not required, to attend.  The
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.

          Fidelity Cuts Jobs at Former LandAmerica Units

Meanwhile, Fidelity National Financial Inc. reported that through
the end of January 2009, it has eliminated about 1,500of the 5,500
employees that it inherited at closing the acquisition of
Commonwealth Land, Lawyers Title, and United Capital Title from
LandAmerica Financial Group, Inc.  The closing to the sale of the
Underwriting Companies took place on December 22, 2008.  The job
cuts account for a 27% reduction of the existing workforce.

Fidelity National related that it close about 125 offices of the
Underwriters in the first month of ownership.  The Company noted
that they have eliminated run-rate savings of about $180 million.

Fidelity National intends to continue to evaluate the cost
structure of the acquired Underwriters in the first quarter of
2009.

                    About LandAmerica Financial

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

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

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

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


LANDAMERICA FINANCIAL: Official Exchangers Committee Sought
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
denied a request by an ad hoc group of commingled exchangers for
the U.S. Trustee to appoint an Official Committee of Commingled
Exchangers in the Chapter 11 case of Debtor LandAmerica 1031
Exchange Services, Inc.

The Court denied the Ad Hoc Committee's request without prejudice
to file a similar motion if changes in the case warrant the
filing.

The Ad Hoc Committee is comprised of counsel, who each represent
one or more 1031 exchange participants who are not identified as
those with Segregated Exchange Agreement in a declaration by
Ronald Ramos.  The 1031 participants and their counsel are:

   Participants                         Counsel
   ------------                         -------
   Gregg and Hana Opsahl                DuretteBradshaw PLC
   DECEHC Investments LLC
   R.E.H.A.M. 7, LLC
   Five NS, LLC
   Parviz Farahzad
   H. Chris Christy
   Kenneth and Jo Ann Wood
   Maria and Aurel Herlo
   Vine Street Development
   Katherine S. Unger
   Porete Realty Corporation
   Judith T. Clough

   DECEHC Investments LLC               Dunn Carney Allen
   R.E.H.A.M. 7, LLC                    Higgins & Tongue LLP
   Five NS, LLC

   Robert F. Oliver                     Woods Rogers PLC
   W.M. Thompson, Jr. Revocable Trust
   Prudential Properties, LLC
   Pleasant Valley Ranch, LLC
   CLA Real Estate Investments, LLC
   Kendall Square, LLC
   PC Real Estate Investors, LLC
   Milton White Revocable Trust
   Amen Patricia Cynthia White
    Revocable Trust

   Patrick & Glenda N. Burke            McSweeney, Crump,
   Iron Crown LLLP                      Childress & Temple P.C.
   Alfonso Jones
   Wayne R. and Kimberly R. Kidd
   MNC Spring Shadows Place, LP
   Brian and Tracey Roach
   Sessan Investments, Inc.
   Stockard Realty Partnership, Ltd.

   Griffin Industries, Inc.             Law Office of Jay S.
                                        Geller

   135th Street Realty Corp.            Sands Anderson Marks &
   Early Lodging, LLC                   Miller, P.C.
   Natram Associates
   Matthew B. Luxenberg
   Pflumm, LLC
   River Bend Real Estate, Inc.
   RFL Properties
   Serena Hospitality Group, Inc.
   Ziegler Family Trust A

   Sonia Rivera and the Pension         Ballon Stoll Bader &
   Company as managing member           Nadler, P.C.

Elizabeth L. Gunn, Esq., at DurretteBradshaw PLC, in Richmond,
Virginia, had argued that while appointment of an additional
official committee may create added expense to LES' case, this
factor is not by itself sufficient to deprive creditors of an
additional committee if one is otherwise appropriate.  "The
appointment of an official commingled exchangers committee will
avoid the Court having to deal with dozens, if not hundreds, of
individual or groups of exchangers; bring order to the current
chaos; and ultimately result in the conservation of estate
resources, even after the committee's professionals are paid from
the estate," she said.

Moreover, Ms. Gunn argued, an even more sufficient basis exists to
support the conclusion that the appointment of an official
committee of commingled exchangers is necessary to ensure adequate
representation for all commingled exchangers -- the
Official Committee of Unsecured Creditors of LES has taken an
opposed position from that of the Commingled Exchangers with
respect to the issue of whether LES holds funds in trust.  LES
and the LES Committee are treating commingled exchangers as a
specific type of "creditor" likely to be put into its own class
in a Chapter 11 Plan.  Clearly, Ms. Gunn argued, the LES
Committee's fiduciary duty to all claimants hinders, if not
prohibits, it from adequately representing the interest of
commingled exchangers.

The Ad Hoc Committee also asked the Court to generally find that
the fees and expenses to be incurred in connection with a
commingled exchanger serving as plaintiff in a Lead Case will make
a substantial contribution to the case and thus, entitle those
fees and expenses to be paid under Sections 503 of the Bankruptcy
Code.

                     Committees Respond

In separate filings, the Official Committee of Unsecured
Creditors of LES and LandAmerica Financial Group opposed the Ad
Hoc Committee's request.

On behalf of the LES Committee, John H. Maddock III, Esq., at
McGuirewoods LLP, in Richmond, Virginia, said, "There is no
precedent for the pre-approval of plaintiffs' legal fees in
adversary proceedings that we are aware of, and the United States
Trustee has already appointed an Official Committee of Unsecured
Creditors comprised of exactly the same constituents as the Ad
Hoc Committee here purports to represent."

Granting the fees and expenses request would merely shift fees
and encourage certain plaintiffs to engage in protracted
litigation that seeks to diminish the size of the LES estate at
the estate's own expense, the LES Committee argued.

Moreover, the LES Committee said that the Ad Hoc Committee has
failed to identify any creditor conflicts that differ from those
that exist in every Chapter 11 case, much less establish that
commingled exchangers do not have a sufficient voice on the LES
Committee.

Granting the Ad Hoc Committee's Motion will only result in
duplication of effort and waste of the LES estate's assets,
Christopher L. Perkins, Esq., at LeCairRyan, in Richmond,
Virginia, told the Court, on behalf of the LFG Committee.  There
are already seven different participants in the Lead Cases all of
whom are working on a substantially compressed and expedited
litigation scheduled.  Moreover, he said, payment of the Ad Hoc
Committee's professional fees as an administrative expense will
only further erode LES' estate assets.

                        Alternative Relief

In its ruling, the Court granted the request for an alternative
relief that the professional fees and expenses of a Type A
plaintiff in a Lead Case be treated as administrative expenses.
Counsel for Lead Cases will file applications for employment and
will be required to file applications for fees and expenses as
required by other professionals.

Jay S. Geller, one of the counsels for the Commingled Exchanger
Committee, counsel for LES and counsel for the LES Committee will
confer and endeavor to identify the Type A Plaintiff as promptly
as possible.

                    About LandAmerica Financial

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

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

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

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


LANDAMERICA FINANCIAL: Parties Want Funds at Citibank Transferred
-----------------------------------------------------------------
David J. Ervin, Esq., at Kelley Drye & Warren LLP, in Washington,
DC, informs the U.S. Bankruptcy Court for the Eastern District of
Virginia that Debtor LandAmerica 1031 Exchange Services, Inc., is
holding about $40 million for the benefit of Millard Refrigerated
Services, Inc., LUBExpress Operating Company, Inc., LUBExpress
Land Company, Inc., Chino Spectrum Center LLC, and Chino Wings,
LLC, in segregated accounts at Citibank, N.A.  Those amounts are
well above the standard Federal Deposit Insurance Corporation
insurance limits.

The Creditors are concerned that the national banking crisis has
worsened and that Citibank in particular is experiencing severe
financial distress.  Citibank is also not on the current November
2008 list of depositories approved by the Richmond Virginia
Office of the U.S. Trustee, the Creditors note.

The Creditors thus have serious concerns about the security of
their funds being held at Citibank and therefore, ask the Court
to modify the Original Cash Management Order to require LES to
transfer the funds into safer accounts.

The Creditors want the Funds transferred to separate substitute
accounts that are:

  (x) at a financial institution they will select from the list
      of depositories authorized by the Office of the U.S.
      Trustee;

  (y) at all times segregated and not commingled with any other
      funds or other property of the Debtor or any person or
      entity other than the Creditors; and

  (z) (1) insured for the full amount of the funds by the FDIC
      under its Transaction Account Guarantee Program, or (2)
      held or invested in Treasury bills, Treasury notes,
      Treasury bonds, and Treasury Inflation Protected
      Securities issued by the United States of America.

Mr. Ervin asserts that the Creditors' request is valid as there
is no risk to LES, the Official Committee of Unsecured Creditors
of LES, the Official Committee of Unsecured Creditors of
LandAmerica Financial Group, Inc., or any other party-in-interest
because all litigation positions will be preserved as of the
Petition Date and the substitute accounts will continue to be in
LES' name as qualified intermediary for the Creditors' benefit.

The transfer of the Citibank Funds will reduce the risk that
those Funds will be lost or tied up in a potential insolvency of
the Bank and claims that would arise if that happened.

The Debtors did not file an opposition to the Creditors' request
for fund transfer.  Accordingly, the Court grants the fund
transfer request.

               LES Committee Files Similar Motion

The Official Committee of Unsecured Creditors of LandAmerica
1031 Exchange Services, Inc., says LES is holding approximately
$138 million in segregated accounts at Citibank, N.A., with the
amounts at those accounts well-above the standard FDIC insurance
limits.

Accordingly, the LES Committee asks the Court to modify the
Original Cash Management Order to require LES to transfer,
subject to written instructions by the LES Committee, the funds
at Citibank into separate substitute accounts that are:

  (x) at a financial institution selected by LES from the list
      of depositories authorized by the Office of the U.S.
      Trustee;

  (y) at all times segregated and not commingled with any other
      funds or other property of LES; and

  (z) insured for the full amount of the funds by the FDIC under
      its Transaction Account Guarantee Program, and secured in
      the manner and to the extent required by the Depository
      Agreement between the Bank and the Office of the U.S.
      Trustee.  The substitute account will remain in the name
      of LES as qualified intermediary.

                    About LandAmerica Financial

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

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

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

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


LANDAMERICA FINANCIAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
LandAmerica Financial Group, Inc., delivered to the U.S.
Bankruptcy Court for the Eastern District of Virginia its
schedules of assets and liabilities, disclosing:

A.   Real Property                                           None
B.   Personal Property                                       None
B.1  Cash on hand
B.2  Bank Accounts
      Citibank - 0647                                 $5,950,000
      SunTrust - 4902                                  4,362,061
      Citibank - 0866                                  3,890,003
      Comerica - 3668                                  1,948,350
      Bank Of America - 4745                           1,280,349
      Wachovia - 3987                                  1,185,859
      Bank Of America - 1365                           1,044,454
      Bank Of America - 2398                           1,020,895
      JP Morgan - 6368                                   827,596
      Union Bank Of California - 4400                    574,727
      Wells Fargo - 7275                                 302,799
      Sun Trust - 0310                                   139,387
      Bank Of America - 6561                             138,585
      Wachovia - 0173                                     55,842
      JP Morgan - 2834                                    54,329
      JP Morgan - 9637                                    37,443
      Bank Of America - 0206                              24,701
      Bank Of America - 9057                               6,649
      Wachovia - 5562                                      1,000
      PNC - 7773                                               0
      Sun Trust - 3152                                         0
      Sun Trust - 3469                                         0
      Sun Trust - 3980                                         0
      Sun Trust - 8203                                         0
      Sun Trust - 9734                                         0
      SunTrust - 1724                                          0
      SunTrust - 8005                                          0
      Wachovia - 7875                                          0
B.3  Security Deposits                                       None
B.4  Household goods                                         None
B.5  Collectibles                                            None
B.6  Wearing apparel                                         None
B.9  Interests in Insurance Policies                         None
B.12 Interests in IRA, ERISA or other Pension Plans          None
B.13 Business Interests and stocks
      Beech Fly, LLC (90%)                               Unknown
      Buyers Real Estate Services, Inc.                  Unknown
      Capital Title Group, Inc.                          Unknown
      Commonwealth Land Title Insurance                  Unknown
      County Title Holding Corporation                   Unknown
      Geodata Research Systems, Inc.                     Unknown
      LandAmerica (Europe) Sarl (95%)                    Unknown
      LandAmerica 1031 Exchange Services, Inc.           Unknown
      LandAmerica Alliance Company                       Unknown
      LandAmerica Assessment Corporation                 Unknown
      LandAmerica Commercial Search Services             Unknown
      LandAmerica Credit Services, Inc.                  Unknown
      LandAmerica Home Warranty Company                  Unknown
      LandAmerica Insurance Agency, Inc.                 Unknown
      LandAmerica International Holding                  Unknown
      LandAmerica Loansource, Inc.                       Unknown
      LandAmerica Onestop, Inc.                          Unknown
      LandAmerica Property Inspection Services, Inc.     Unknown
      LandAmerica Services, Inc.                         Unknown
      LandAmerica Valuation Corporation                  Unknown
      Lawyers Title Insurance Corporation                Unknown
      LC Insurance Agency, Inc.                          Unknown
      LFG Processing Corporation                         Unknown
      Loancare Servicing Center, Inc.                    Unknown
      Orange County Bancorp                              Unknown
      Residential Property Maintenance, Inc.             Unknown
      RQ Holdings, Inc. (40%)                            Unknown
B.14 Interests in partnerships                               None
B.15 Government and Corporate Bonds
      Ridgeworth US Inst Cash Mgmt Mm Fund             5,708,000
      Aetna Inc 5 3/4% Due 6/15/2011 JD15                415,794
      Key Bank Na Series Bknt 5.7% Due 8/15/2012 FA15    362,533
      Ridgeworth FD-US Treas Mmkt I SHS 974 FD           331,460
      Northern Palm Beach County Impt Dist Fla           314,633
      Xerox Corporation 5 1/2% Due 5/15/2012 Mn15         20,033
B.16 Accounts Receivable                                     None
B.18 Other Liquidated Debts                                  None
B.20 Other Contingent & Unliquidated Claims                  None
B.21 Intellectual Property
      Internal Revenue Service                        20,801,913
      Virginia Department of Taxation                  1,838,073
      Franchise Tax Board                              1,823,800
      Arizona Department of Revenue                      691,363
      Oregon Department of Revenue                       304,851
B.22 Patents                                                 None
B.23 General Intangibles
      TITLE PLANTS                                       Unknown
B.24 Customer lists                                          None
B.25 Vehicles                                                None
B.27 Aircraft and accessories                                None
B.28 Office equipment, furnishings and supplies
      Leasehold Improvements                           7,110,978
      Software                                         6,320,708
      Deposits and Uncapitalized Fixed Assets            391,685
      Furniture and Equipment                            371,646
B.29 Machinery                                               None
B.30 Inventory                                               None
B.35 Other Personal Property
      Intercompany Receivables                        68,210,534
        See: http://ResearchArchives.com/t/s?3964
      Intercompany Note Receivable
        Property Title Insurance Corp.                13,441,239
        Other                                            600,540
      Prepaid Insurance - Willis HRH Company Virginia  5,404,626
      Prepaid Expense - Microsoft License              1,511,031
      Notes Receivable
        Accrued Interest                               5,123,982
        Surety Title Corporation                       2,471,850
        Shared Re Ventures LLC                         1,900,000
        Shared Real Estate Ventures                    1,498,541
        Jim Hoagland                                   1,000,000
        Coastal Title Agency, Inc                        956,305
        Fed. Standard Abs. 54397001                      858,328
        Charles W Trafton III                            743,958
        Other                                            606,946
        Federal Standard Abs. 54397002                   445,845
        Martin A. Kempe                                  422,500
        Frederick Larry Joseph Trust                     375,000
      Tenant Improvement Receivable                    3,907,221
      December Claim Prepayment - Anthem               3,877,000
      Workers Comp Deposit - Sentry Insurance Co.      2,235,000
      Prepaid Expense
        Oracle USA Inc. License                          477,306
        Other                                            234,203
      Prepaid Rent                                       235,000

      TOTAL SCHEDULED ASSETS                        $186,189,459
      ==========================================================

C.   Property Claimed as Exempt                              None

D.   Secured Claim
      Integrated Construction, LLC                       120,800
      Alliance Bank of Arizona                           Unknown
      Banc Of America Leasing & Capital, LLC             Unknown
      Bank Of America, N.A., Dallas, Tx                  Unknown
      Canon Financial Services, Inc.                     Unknown
      CCA Financial, LLC                                 Unknown
      Citicorp Vendor Finance, Inc.                      Unknown
      De Lage Landen Financial Services, Inc.            Unknown
      First Bank of Highland Park                        Unknown
      First Market Bank                                  Unknown
      First Union Commercial Corp.                       Unknown
      Hitachi Capital America Corp.                      Unknown
      Hitachi Capital America Corp.                      Unknown
      IBM Credit LLC                                     Unknown
      Ios Capital                                        Unknown
      Leasenet Group LLC                                 Unknown
      M&I Marshall & Isley Bank                          Unknown
      Marlin Leasing Corp.                               Unknown
      National City Vendor Finance LLC/EJMC Corp.        Unknown
      Pacific Office Automation                          Unknown
      Park National Bank                                 Unknown
      Pullman Bank and Trust                             Unknown
      Relational Funding                                 Unknown
      Relational, LLC                                    Unknown
      Speedway Plumbing Corp.                            Unknown
      Technology Leasing Concepts, Inc.                  Unknown
      Union Bank & Trust Company                         Unknown
      Wachovia Bank, National Association, VA            Unknown
      Wachovia Financial Services, Inc.                  Unknown
      Wells Fargo Bank Arizona, National Assoc.          Unknown
      Wells Fargo Financial Leasing, Inc.                Unknown
E.   Unsecured Priority Claims
      Arizona Department of Revenue                      Unknown
      Comptroller of Public Accounts                     Unknown
      Department of the Treasury                         Unknown
      Franchise Tax Board                                Unknown
      Internal Revenue Service, Virginia                 Unknown
      North Carolina Dept. Of Revenue                    Unknown
      Ohio Department of Taxation                        Unknown
      Oregon Department of Revenue                       Unknown
      Virginia Dept. of Taxation                         Unknown
F.   Unsecured Non-priority Claims
       See: http://ResearchArchives.com/t/s?3963    478,792,165

       TOTAL SCHEDULED LIABILITIES                  $478,912,965
       =========================================================

LandAmerica Financial also filed with the Court its statement of
financial affairs.  G. William Evans, executive vice president and
chief financial officer of LandAmerica Financial Services, Inc.,
disclosed that the Company earned $516,695,681 from the operation
of its business during the two-year period before the Petition
Date:

     Period                            Amount
     ------                         ------------
     YTD 2008 Revenue               $111,652,169
     FY 2007 Revenue                 210,240,869
     FY 2006 Revenue                 194,802,643

LFG, according to Mr. Evans, made $110,864,161 in payments or
transfers to creditors within 90 days immediately before the
Petition Date.  Within one year immediately preceding the
Petition Date, LFG also paid insiders an aggregate of
$91,628,114.

Mr. Evans noted that LFG is a party to approximately 130 lawsuits
and administrative proceedings within one year before the
Petition Date.

Within one year before the Petition Date, LFG also paid
approximately $2,649,703 to law firms and other professionals
involved in the preparation of its Chapter 11 petition:

Professional                          Payment Date   Amount
------------                          ------------ ---------
FTI Consulting, Inc.                   10/27/2008   $179,930
FTI Consulting, Inc.                   10/20/2008    155,174
FTI Consulting, Inc.                   11/10/2008    197,391
FTI Consulting, Inc.                   11/05/2008    205,866
FTI Consulting, Inc.                   11/17/2008    178,914
Zolfo Cooper, LLC                      11/24/2008    550,000
McGuireWoods LLP                       11/24/2008    250,000
Paul, Hastings, Janofsky & Walker LLP  11/17/2008    207,428
Willkie Farr & Gallagher LLP           11/24/2008    500,000
Willkie Farr & Gallagher LLP           11/19/2008    200,000
EPIQ Bankruptcy Solutions              11/24/2008     25,000

The Company disclosed that it has three financial accounts and
instruments, which were closed, sold, or otherwise transferred
within one year immediately preceding the Petition Date:

                       Type of Account
  Name and Address     and Amount of            Amount and
  of Institution       Final Balance            Closing Date
  --------------       ---------------          ------------
  AmSouth Bank         Revenue - 2930            $0.00
  PO Box 11007         Final Balance: $0.00      3/12/2008
  Birmingham, AL
  35288

  JP Morgan Chase      Revenue - 2930            $0.00
  201 N. Central       Final Balance: $0.00      9/3/2008
  Phoenix, AZ 85004

  Sun Trust Bank       Investment - 6886         $0.00
  919 E. Main St.      Final Balance: $0.00      9/1/2007
  Richmond, VA 23219

The Company owned 5% or more of the voting or equity securities
of about 46 business entities within the two years immediately
preceding the Petition Date.

These entities directly or indirectly own, control, or hold 5% or
more of the voting or equity securities of LFG:

                                                Percentage of
  Name                            Title         Stock Ownership
  ----                            -----         ---------------
  Dimensional Fund Advisors LP    Shareholder          9.0%
  Advisory Research, Inc.         Shareholder          9.0%
  AQR Capital Management          Shareholder          7.2%
  Markel Corporation              Shareholder          6.1%
  Lord Abbett & Co.               Shareholder          6.0%
  Richard C. Perry                Shareholder          5.7%
  Old Republic Intl. Corp.        Shareholder          5.2%
  Savings and Stock Ownership
  Plan of LandAmerica Fin'l Grp.  Shareholder          5.3%

LFG has been responsible for contributing to the LandAmerica Cash
Balance Plan with taxpayer identification number of 45-0515809,
six years immediately preceding the Petition Date.

                    About LandAmerica Financial

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

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

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

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


LASELL COLLEGE: Moody's Affirms Long-Term Rating at 'Ba1'
---------------------------------------------------------
Moody's Investors Service has affirmed Lasell College's Ba1 long-
term rating.  The outlook for the rating remains stable.  The
rating applies to $9.4 million of Series A bonds issued through
the Massachusetts Health and Educational Facilities Authority.
Moody's also rates Lasell College's Series 2006 and Series 2008
bonds issued through the Massachusetts Development Finance Agency
based on support by letters of credit and not based on the
College's underlying credit quality.  The College has a total of
$43.0 million of direct debt, of which $33.1 million is in the
weekly variable rate mode with a tender feature.  In Moody's
opinion, Lasell's dependence on access to letters of credit is a
vulnerability and rapid ratings transition could occur if this
access is lost.

Legal Security: The Series A bonds are a general obligation of the
College, further secured by a lien on Gross Receipts. Pursuant to
an Intercreditor Agreement, the Series A bonds are on parity with
Lasell's Series 2001 bonds, Series 2006 bonds, and Series 2008
bonds and share security provisions.  The Loan and Trust Agreement
requires the College to meet a debt service coverage ratio of 1.25
times (3.19 times at 6/30/2008) and to certify that debt service
coverage including additional bonds will be at least 1.20 times.
The Reimbursement Agreements associated with the letters of credit
supporting the Series 2006 and Series 2008 bonds that are provided
by RBS Citizens, N.A. (rated Aa3/P-1) require Lasell to maintain a
minimum of
$8 million in Unrestricted Investments ($21.6 million at
6/30/2008) and limit annual capital spending not financed by debt
supported by the letters of credit to $2 million.  Both the Loan
and Trust Agreement and the Reimbursement Agreements restrict
pledges on the College's property and assets.

Interest Rate Derivatives: Lasell is party to four floating-to-
fixed rate interest rate swap agreements with a total notional
amount of $39.3 million that are designed to hedge the interest
rates of its variable rate Series 2006 and Series 2008 bonds.  The
counterparty for all of the swaps is RBS Citizens, N.A.  As of
January 2, 2009, the market value of the swap portfolio to the
College was negative $7.4 million. Lasell is not required to post
collateral under the agreements.  There are no automatic
termination events, but the counterparty may terminate the
agreement if the College loses its tax-exempt status. Two swaps
are currently in effect for the Series 2006 bonds.  Under one swap
with a notional amount of $12.0 million that extends to 2036, the
College pays a fixed rate of 3.75% and receives a variable rate
based on 67% of one-month LIBOR.  A second swap for $6.4 million
requires Lasell to pay a fixed rate of 3.84% and receive the rate
it pays on the Series 2006 bonds.  When that swap matures in 2011,
a third swap will become effective also with a notional amount of
$6.3 million.  Under that swap, the College pays a fixed rate of
3.80% and receives a variable rate based on 67% of one-month LIBOR
through 2031.  In conjunction with its Series 2008 bonds, Lasell
entered into a swap with a notional amount of $14.7 million under
which it pays a fixed rate of 3.91% and receives the rate it pays
on the Series 2008 bonds.  Moody's believes the swaps introduce
basis risk and counterparty risk to the College's portfolio, but
is comfortable with the risks at the current rating level.

Strengths

* Continued growth in enrollment (1,430 FTE in fall 2008) and
  student demand (61.4% selectivity and 24.6% matriculation in
  fall 2008 compared to 78.0% and 21.6% in fall 2001),
  demonstrating further progress in solidifying the College's
  role in an attractive suburban Boston environment.  Investment
  in two additional residence halls now under construction is
  expected to boost the appeal of the campus and provide
  incremental housing capacity to allow the student body to grow
  by up to 200 undergraduate students.  Additional graduate
  programs being implemented, including the Masters in
  Communication which began in fall 2008, may expand the number
  of graduate students, who now represent 4% of the FTE total.

* Sustained improvement in operating performance (average
  operating margin in FY 2006-2008 of 10.1% represents a steady
  increase from 3.7% in FY 2002-2004) reflects healthy growth in
  net tuition per student ($13,180 in FY 2008, up from $9,046 in
  FY 2004), decreasing tuition discount rate (39% in FY 2008
  compared to 47% in FY 2004), and prudent budgeting practices.
  Operating cash flow margin of 20.3% in FY 2008 would cover
  maximum annual debt service by 2.9 times.  Growth in net
  tuition is an important credit factor given the College's
  dependence on student charges for 90% of operating revenue as
  calculated by Moody's.

* Strengthened financial resources due to retained operating
  surpluses, positive investment returns through FY 2007, and
  generally increasing gift revenue.  From FY 2004 through FY
  2007, the College's annual investment return averaged 12.0%.
  Although returns were negative 3.5% in FY 2008, gift revenue of
  $3.9 million and an operating margin of 9.2% brought total
  financial resources to $21.6 million at June 30, 2008, an
  increase of more than 220% since FY 2004.  Expendable financial
  resources of $14.5 million at June 30, 2008 cover pro-forma
  direct debt by 0.34 times and provide 0.47 times annual
  operating expenses.  While lower than recent years, the
  cushions are larger than in FY 2006 and earlier.

Challenges

* Debt structure presents liquidity and counterparty risks.
  Lasell's direct debt portfolio includes 77% in variable rate
  obligations with a put feature that utilize interest rate swaps
  and rely on letters of credit for liquidity support (Series
  2006 and Series 2008 bonds).  All swaps and both of the letters
  of credit associated with these variable rate demand bonds are
  provided by a single bank, raising significant counterparty
  exposure.  The volume of VRDBs with swaps also creates
  liquidity exposure due to basis risk embedded in some of the
  agreements, as differences between tax-exempt and taxable
  interest rates affect the net cost paid by the College.  Under
  the letters of credit, Lasell would have as little as 90 days
  to repay an advance from the bank to purchase bonds that were
  not remarketed.  In the case of an event of default, including
  a material adverse change that the bank determines would impair
  Lasell's ability to repay its obligations, the College could be
  required to repay its obligations to the bank immediately.  The
  College currently holds $10.9 million in cash compared to
  $33.1 million in LOC-supported debt.  Therefore, Lasell relies
  on access to letters of credit, and lack of access in the
  future could impair the College's liquidity and prompt a rapid
  transition in the current rating.

* Financial position weakened by investment losses and additional
  debt.  As of January 31, 2009, the College's investments in
  equities and fixed income, which represent approximately 71% of
  investments, had lost 26% of their value since June 30, 2008.
  The College's investments are concentrated in the Commonfund
  Multi-Strategy Equity Fund (45% of total investments) and
  Commonfund Multi-Strategy Bond Fund (26% of total investments).
  In addition, the College issued $14.7 million in new debt in
  August 2008, which increased its debt by 50%.  Assuming a 30%
  loss from June 30, 2008 values, expendable financial resources
  would cushion pro-forma direct debt by 0.24 times and cover
  operating expenses by 0.33 times.  The College reports no
  additional borrowing plans.

* Strong relationship with Lasell Village, a continuing care
  retirement community on the College's campus, including shared
  corporate parent and a management agreement under which Lasell
  College operates Lasell Village.  Despite strong occupancy,
  Lasell Village represents a much higher risk enterprise than
  the College, somewhat limiting the credit rating of the
  College, especially given the approximately $20 million of debt
  of the Village, which Moody's treats as an indirect debt of the
  College.  The College has no legal obligation to pay the debt
  of Lasell Village.

Outlook

The outlook reflects Moody's expectation that the College will
continue to strengthen its market position and operating
performance and successfully manage its relationship with a much
higher risk organization (Lasell Village).

What could change the rating-UP

Marked improvement in financial resources that provides greater
cushion for debt and operations; reduced risk in debt structure.

What could change the rating-DOWN

Loss of access to liquidity support on variable rate demand bonds;
stress on liquidity position caused by mismatches in swap payments
and receipts; continued investment losses that further erode
financial resources; issuance of additional debt without
commensurate growth in financial resources.

Key Indicators (FY 2008 financial data and fall 2008 enrollment
data)

* Figures in parentheses include a pro-forma 30% reduction to
  financial resources as of 6/30/2008

* Total Enrollment: 1,430 full-time equivalent students

* Selectivity: 61.4%

* Matriculation: 24.6%

* Total Financial Resources: $21.6 million ($15.1 million)

* Total Pro-Forma Direct Debt: $43.0 million

* Total Comprehensive Debt: $63.3 million

* Expendable Financial Resources to Pro-Forma Direct Debt: 0.34
  times (0.24 times)

* Expendable Financial Resources to Operations: 0.47 times (0.33
  times)

* Three-Year Average Operating Margin: 10.1%

* Operating Cash Flow Margin: 20.3%

Rated Debt

* Series A: Ba1

* Series 2006 and 2008: Aa3/VMIG1 (based on letters of credit
  from RBS Citizens, N.A. that expire on September 27, 2013 and
  August 6, 2013, respectively)

The last rating action was on September 20, 2006 when the rating
on Lasell College's Series A bonds was affirmed.


LENOX GROUP: KPS Capital Wins Auction for All Assets
----------------------------------------------------
KPS Capital Partners, LP, through a newly formed company, was the
successful bidder in the auction for substantially all of the
assets of the Lenox business.

KPS has committed sufficient capital to fund the entire purchase
price and the post-closing liquidity needs of Lenox without
outside financing.  The auction and sale is subject to final
approval of the U.S. Bankruptcy Court.  The offer does not include
the Department 56 business which is scheduled for a separate
auction process to be held shortly.

Michael Psaros, Managing Partner of KPS said, "We are excited to
proceed expeditiously with the closing of the transaction.  We
look forward to growing Lenox's unique portfolio of brands through
innovation and cutting edge design, and building on the company's
tradition of quality and its legendary American heritage."

"KPS made a substantial and firm offer and was the highest
qualified bidder with the greatest certainty of closing quickly,"
said Marc Pfefferle, Lenox CEO.  "Furthermore, KPS's commitment to
provide the capital to build our brands so they can realize their
full potential for sustainable growth and profitability is a great
outcome for our employees, customers and vendors."

Berenson & Company, LLC is acting as Lenox's financial advisor and
Weil, Gothshal & Manges LLP is providing legal counsel.

                     About KPS Capital

KPS Capital Partners, LP -- http://www.kpsfund.com-- is the
manager of the KPS Special Situations Funds, a family of private
equity funds with over $1.8 billion of committed capital focused
on constructive investing in restructurings, turnarounds and other
special situations.  KPS has created new companies to purchase
operating assets out of bankruptcy; established stand-alone
entities to operate divested assets; and recapitalized highly
leveraged public and private companies.  The KPS investment
strategy targets companies with strong franchises that are
experiencing operating and financial problems.  KPS invests its
capital concurrently with a turnaround plan predicated on cost
reduction, capital investment and capital availability.
Typically, the KPS turnaround plan is accompanied by a financial
restructuring of the company's liabilities.

                         About Lenox

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LEVI STRAUSS: Nov. 30 Balance Sheet Upside Down by $349.5 Million
-----------------------------------------------------------------
On February 10, 2009, Levi Strauss & Co. (LS&CO.) disclosed
financial results for the fourth quarter and fiscal year ended
November 30, 2008.

Fourth-quarter net revenues improved slightly on a reported basis.
Excluding currency effects, net revenues increased by 4 percent in
the quarter compared with the same period in 2007, reflecting
Levi's(R) brand sales growth in the company's Asia-Pacific
emerging markets, Japan and the Americas.

The increase in reported net revenues for fiscal 2008 reflected
the benefit of currency.  Fiscal-year net revenues were down 1
percent on a constant currency basis.  Increased sales from new
and existing company-operated retail stores were more than offset
by the adverse impact of a weak retail environment in the United
States and certain markets in Europe and Asia Pacific, lower
performance of the Dockers(R) brand and second quarter shipping
issues related to our U.S. ERP implementation.  Improvements in
sales mix and company-operated retail store sales, combined with
lower sourcing costs, benefited gross margin for the year.
Net income was $62 million in the fourth quarter and $229 million
for the year.  The decrease for the quarter and fiscal year was
primarily the result of an approximately $215 million income tax
benefit relating to a non-recurring, non-cash reversal of deferred
tax asset valuation allowance in the fourth quarter of 2007.
Compared to the prior year, earnings before tax were up 10 percent
for the quarter and down 2 percent for the year.

"In the context of an extraordinarily difficult economic
environment, Levi Strauss & Co. delivered solid financial
performance for 2008," said John Anderson, president and chief
executive officer.  "Levi's(R) brand revenues grew in each of our
regions, demonstrating its ability to perform even in tough
economic times.  The global Levi's(R) 501(R) marketing campaign
contributed to a substantial worldwide sales increase for 501(R)
jeans in 2008.  And the continued growth of our retail network
helped offset a slowdown in our wholesale channels.
"Looking ahead, we expect the year to be difficult.  The outlook
remains uncertain and we face stiff headwinds.  With this in mind,
we will focus on maintaining strong liquidity, containing costs
and investing strategically in our brands to build market share so
we are well-positioned when market conditions improve."

                   Fourth Quarter 2008 Highlights

   * Gross profit in the fourth quarter increased to $625 million
     compared with $595 million for the same period in 2007.
     Gross margin for the fourth quarter increased to 49.2
     percent of revenues compared with 47.4 percent of revenues
     in the fourth quarter of 2007.

   * Selling, general and administrative (SG&A) expenses for the
     fourth quarter increased to $479 million from $403 million
     in the same period of 2007.  The increase was due to higher
     advertising and promotion expense to support the 501(R)
     campaign; increased selling costs related to additional
     company-operated retail stores, including asset impairment
     charges; and, in the fourth quarter of 2007, lower incentive
     compensation.  SG&A in the 2007 period also was positively
     impacted by a larger postretirement benefit plan curtailment
     gain compared to 2008.  These increases were partially
     offset by a $17 million effect of currency exchange.

   * Operating income for the fourth quarter was $143 million
     compared with $190 million for the same period of 2007,
     reflecting higher SG&A expenses.

   * Interest expense for the fourth quarter decreased to
     $35 million compared to $49 million in 2007.

                    Fiscal Year 2008 Highlights

   * Gross profit for the fiscal year increased to $2,140 million
     compared with $2,042 million in 2007.  Gross margin
     increased to 48.6 percent of revenues for the year compared
     with 46.8 percent of revenues in 2007.

   * Selling, general and administrative expenses increased to
     $1,606 million for 2008 compared to $1,387 million the prior
     year.  Increased expenses in 2008 included higher selling
     costs resulting from additional company-operated retail
     stores, higher expense related to the U.S. ERP stabilization
     and increased advertising and promotion expenses primarily
     for the global Levi's(R) 501(R) campaign.  2007 SG&A was
     positively impacted by $53 million in benefit plan
     curtailment gains compared with $6 million in 2008.  The
     impact of currency contributed approximately $32 million to
     the increase in SG&A expense for 2008.

   * Operating income in 2008 decreased to $525 million compared
     to $641 million in 2007, primarily reflecting the higher
     SG&A expenses.

   * Interest expense for the year decreased to $154 million
     compared to $216 million in 2007. The decrease was primarily
     attributable to lower debt levels and lower average interest
     rates in 2008 following the company's refinancing and debt
     reduction activities in 2007.

                   Cash Flow and Balance Sheet

The company ended the fourth quarter with cash and cash
equivalents of $211 million, an increase of $55 million from
November 25, 2007.  Cash provided by operating activities was $225
million for 2008, compared with $302 million for the same period
in 2007, primarily reflecting lower operating income for the year,
partially offset by lower interest payments and lower working
capital.  Total debt was $1.85 billion at the end of fiscal 2008
compared to $1.96 billion at the end of fiscal 2007.  During the
year, the company reduced long-term debt by
$95 million in addition to paying a $50 million cash dividend to
common stockholders during the second quarter.

As of November 30, 2008, the Company's balance sheet showed total
assets of $2,776,875,000, total liabilities of $3,125,800,000, and
temporary equity of $592,000, resulting in total stockholders'
deficit of $349,517,000.

A full-text copy of the Company's annual report is available for
free at: http://researcharchives.com/t/s?397b

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The company markets its
products in three geographic regions: Americas, Europe and Asia
Pacific.

The Troubled Company Reporter reported on Nov. 28, 2008, that
Fitch Ratings affirmed these ratings on Levi Strauss & Co.:

  -- Issuer Default Rating at 'BB-';
  -- $750 million bank credit facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.

The Rating Outlook is Stable.  Approximately $1.68 billion of
senior unsecured debt and the bank credit facility is affected by
these actions.


LEVI STRAUSS: Elects Martin Coles to Board; Awards CFO Incentive
----------------------------------------------------------------
Levi Strauss & Co. disclosed on February 10, 2009, the election of
Martin Coles, president of Starbucks Coffee International, to its
board of directors, effective February 5, 2009.

"Martin is a seasoned operations and marketing executive who
brings 32 years of leadership experience from some of the world's
most recognized consumer products companies," said LS&CO. chairman
T. Gary Rogers.  "His perspectives on international growth and
retail development will add tremendous value to our strategic
board discussions."

Mr. Coles, 53, has held senior executive positions in
international operations and general management for a variety of
global consumer brands.  Prior to Starbucks, he served as
president and CEO of Reebok International.  Mr. Coles' extensive
brand-building career also includes executive positions with Nike,
Inc.; Gateway, Inc.; PepsiCo, Inc.; and Procter & Gamble Company.
Mr. Coles earned his B.S. at the University of Wales, Swansea, in
1977.

"I am thrilled to join the Levi Strauss & Co. board," said Mr.
Coles.  "I have a deep affinity for iconic global brands, and
Levi's is one of the most famous and successful brands in history.
I look forward to contributing my experience in international
marketing, operations and retail to help build on the company's
tremendous legacy."

                     Annual Incentive Award

Levi Strauss & Co. awarded its Vice President, Controller and
Interim Chief Financial Officer, Heidi L. Manes, an incremental
Annual Incentive Award payment in the amount of $43,575 in
connection with the performance of her services during the 2008
fiscal year.  This award was determined on February 10, 2009,
after the filing of the Company's Annual Report on Form 10-K and
is in addition to other award payments already made to Ms. Manes
under the Company's Annual Incentive Plan in connection with the
2008 fiscal year.

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The company markets its
products in three geographic regions: Americas, Europe and Asia
Pacific.

The Troubled Company Reporter reported on Nov. 28, 2008, that
Fitch Ratings affirmed these ratings on Levi Strauss & Co.:

  -- Issuer Default Rating at 'BB-';
  -- $750 million bank credit facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.

The Rating Outlook is Stable.  Approximately $1.68 billion of
senior unsecured debt and the bank credit facility is affected by
these actions.


LYONDELL CHEMICAL: 341 Meeting of Creditors Slated for March 3
--------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of creditors of Lyondell Chemical Company and
its 79 debtor affiliates on March 3, 2009, at 2:00 p.m., at 80
Broad Street, Fourth Floor, in New York.

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

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

                      About 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: Seeks Injunction Against Wachovia, Noteholders
-----------------------------------------------------------------
Lyondell Chemical Company and certain of its debtor-affiliates
brought a complaint in the United States Bankruptcy Court for the
Southern District of New York against:

   (i) Wachovia Bank, N.A., and 15 other parties -- the Guaranty
       Claimants; and Al-Waha Petrochemical Corporation and 46
       parties -- the Prospective Guaranty Claimants.  Both sets
       of claimants are referred to as the Guaranty Defendants;
       and

  (ii) Wilmington Trust Company, as trustee under an indenture
       relating to 2015 notes and other 100 entities, including
       unknown holders of 2015 Notes -- the 2015 Defendants.

Pursuant to Section 105 of the Bankruptcy Code, Rule 65 of the
Federal Rules of Bankruptcy Procedure, the Debtors asked the
Court for an:

  (i) extension of the automatic stay under Section 362(a) of
      the Bankruptcy Court; and

(ii) injunction under Section 105, to enjoin Wachovia et al.,
      from asserting claims or attempting to exercise remedies
      against non-debtor holding company LyondellBasell
      Industries AF S.C.A. or any LBI affiliates based on
      guaranty issued by a Non-debtor Affiliate for certain
      alleged debts of the Debtors; or purported liabilities
      arising under the $615,000,000 of 8-3/8% notes due in 2015
      and EUR500,000,000 of 8-3/8% senior notes due in 2015
      issued by a predecessor to by a predecessor of Nell
      Funding S.a.r.l., who is a non-debtor affiliate of LBI.

Proposed counsel for the Debtors, Vineet Bhatia, Esq., at Susman
Godfrey LLP, in Houston, Texas, told the Court that the Guaranty
Defendants are stayed under Section 362(a) from attempting to
collect prepetition debts from the Debtors.  Similarly, he says,
the 2015 Defendants should also be enjoined from attempting to
collect from a Non-Debtor Affiliate, because those efforts (i)
will have the effect of action against the Debtors themselves,
and (ii) will cause significant interference with, and impairment
of, the Debtors' efforts to reorganize.

                    Guaranty Agreements

Before the Petition Date, LBI entered into guaranty agreements in
connection with commercial and financial transactions of certain
of the Debtors, in favor of certain parties.  LBI also issued
additional guaranties for the benefit of the Debtors.

The Guaranty Defendants has made a demand against LBI under the
applicable guaranty agreements aggregating $131 million:

  * On January 8, 2009, Wachovia made a demand for
    $63,445,000 in alleged early termination liability against
    LBI as parent-guarantor of a master ISDA agreement between
    Wachovia and Lyondell Chemical Company.  Wachovia's demand
    was triggered by the termination of the ISDA by Wachovia
    upon Lyondell's bankruptcy filing.

  * On January 15, 2009, Centerpoint made a demand for
    $3,610,000 against LBI as guarantor of sale and purchase
    agreements for natural gas between Debtor Equistar
    Chemicals, LP and Centerpoint for prepetition amounts
    allegedly owing under agreements.

  * On January 14, 2009, Cokinos made a demand for $2,070,861
    against LBI as guarantor of sale agreements between Equistar
    and Cokinos for the purchase of natural gas from Cokinos for
    prepetition amounts allegedly owing under the agreement.

  * On January 30, 2009, ConocoPhillips made a demand for
    $37,611,919 against LBI as guarantor of a purchase and sale
    agreement for polypropylene between Debtor Basell USA, Inc.
    and ConocoPhillips for prepetition amounts allegedly owing
    under the agreement.

  * On January 7, 2009, Dow made a demand for $837,169 against
    LBI as guarantor of supply agreements between Dow, Basell
    USA and Debtor LyondellBasell Advanced Polyolefins USA Inc.
    for prepetition amounts allegedly owing under the agreement.

  * On January 16, 2009, Marathon made a demand for $3,014,559
    against LBI as guarantor of a sale agreement between
    Equistar and Marathon for product sales for prepetition
    amounts allegedly owing under the agreement.

  * On January 14, 2009, Nalco made a demand for $259,723
    against LBI as guarantor of a sale agreement between Nalco
    and Basell USA for the purchase of chemicals from Nalco for
    prepetition amounts allegedly owing under the agreement.

  * On January 14, 2009, Saracen made a demand for $127,995
    against LBI as guarantor of transactions governed by the
    general terms and conditions on May 1, 2008 between Saracen
    and Debtor Houston Refining LP for purported accelerated
    amounts owing pursuant to the transactions after Saracen
    declared a default.

  * On January 12, 2009, Suncor made a demand for $3,167,070
    against LBI as guarantor of a crude oil purchase, sale or
    exchange transaction between Suncor and Houston for
    purported settlement payments after Suncor's termination of
    the agreement.

  * On February 4, 2009, GulfMark Energy Inc. made a demand for
    $46,502 against LBI as guarantor under sales of petroleum
    product between GulfMark and Houston Refining for amounts
    purportedly owed by Houston Refining.

  * On February 4, 2009, Targa Liquids Marketing and Trade made
    a demand for $117,626 against LBI as guarantor under a
    product and storage agreement entered between Targa and
    Equistar for amounts purportedly owed by Equistar.

  * On January 23, 2009, Wells Fargo Bank Northwest, N.A., as
    trustee of Potomac Equipment Leasing Corporation, made a
    demand for $29,980 against LBI under the Wells Fargo
    guaranty for amounts owed prepetition by Basell.

The Debtors have also received two notices of default, from Koch
Supply & Trading, LP and Morgan Stanley Capital Group Inc. for
obligations that LBI may guarantee.  The Prospective Guaranty
Claimants have not asserted claims with the Guaranty Agreements
and doing so may have disastrous consequences on the Debtors.
The Debtors, however, have reserved their rights to dispute any
of the Guaranty Claims.  A Guaranty Defendant has indicated
willingness to pursue or commence of an involuntary insolvency
proceeding against LBI in Luxembourg or the Netherlands while
another Guaranty Defendant has threatened to commence legal
action against LBI by February 9, 2009 absent payment on its
guaranty claim, Mr. Bhatia confirms.

                        2015 Notes

Mr. Bhatia relates that Wilmington Trust serves as successor-
trustee under an Indenture, and the Unknown 2015 Noteholders are
financial institutions, hedge funds, banks, other entities and
individuals that hold or may acquire ownership of the 2015 Notes.
Upon an event of default under the Indenture, including
commencement of a Chapter 11 case of certain guarantors that are
Debtors, Wilmington or holders of 25% of 2015 Notes can seek to
declare all principal and accrued interest to be due and payable
under the 2015 Notes and Wilmington Trust may exercise or direct
the exercise of certain remedies against LBI.  A subset of the
2015 Noteholders is working to achieve the 25% threshold and
force an acceleration of the 2015 Notes for triggering certain
credit default swaps tied to the 2015 Notes, Mr. Bhatia relates.

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; Credit 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.

"Acceleration of the 2015 Notes or pursuit of Guaranty Claims may
precipitate the involuntary insolvency of LBI or other Non-Debtor
Affiliates," Mr. Bhatia says.

Mr. Bhatia explains that an involuntary proceeding commenced
against LBI and its subsidiaries results to potential loss of
control of LBI and its subsidiaries to a foreign liquidator,
which is disastrous to the Debtors' reorganization efforts.
Specifically, an involuntary insolvency filing against a Non-
Debtor Affiliate would constitute a default under the term sheet
governing the Debtors' DIP financing.  By an event of default,
all loans and obligations under the DIP Financing are accelerated
and must be repaid in full, in cash and the commitments under the
DIP Financing are terminated meaning no further borrowing under
the DIP is permitted.  Absent the DIP Financing, the Debtors will
not have sufficient liquidity to meet operational needs and all
of the entities would be forced to liquidate without access to
the DIP Financing, he says.  Moreover, a default under the DIP
Financing would also trigger a default under the forbearance
agreement that prohibits the DIP lenders from pursuing remedies
against the Non-Debtor Affiliates that provided guaranties in
support of those credit facilities.  If a default occurs, he
continues, the forbearance agreement will thus allow the DIP
Secured Parties to assert remedies against the assets of certain
non-debtors, including pursuing insolvency proceedings and
liquidation under applicable European law.

In addition, an involuntary proceeding involving LBI in Europe
could trigger certain fiduciary obligations of LBI's directors
and the directors of other Non-Debtor Affiliates which may force
all the Non-Debtor Affiliates into their own liquidation
proceedings.  It will not thus be possible to coordinate each of
those disparate proceedings with the Debtors' Chapter 11
proceedings, Mr. Bhatia explains.  The liquidation of LBI and the
Non-Debtor Affiliates would have a very substantial negative
impact on the value of the Debtors' estates, Mr. Bhatia
emphasizes.  Although those corporations are each independent
legal entities, the Debtors and their Non-Debtor Affiliates
operate as an integrated enterprise through the global
coordination of their businesses and their operation as a
vertically integrated group of companies.  Moreover, the
cessation of the European operations would require the Debtors to
expend substantial resources to which they do not have ready
access in order to replace the goods, services, and systems
formerly provided by the Non-Debtor Affiliates.

Mr. Bhatia notes that litigation over Guaranty Claims and claims
under 2015 Notes would be time-consuming and burdensome for the
Debtors' senior management.  Pursuant to Section 362(a)(3),
Guaranty Claims and claims under the 2015 Notes pursued by
Wachovia et al., will only deplete the assets of the Debtors'
estates by giving rise to claims against the Debtors by LBI, he
says.  The 2015 Defendants would also implicate the Debtors
because they are guarantors under the 2015 Notes.  Defense of
those Claims will be a burden on the Debtors and their senior
management because the Debtors will bear the practical
responsibilities of defending any claims.

According to Mr. Bhatia, any harm suffered by the Guaranty
Defendants is vastly outweighed by the harm suffered by the
Debtors in the absence of an injunction.  To the extent the
Guaranty Defendants have valid Guaranty Claims against LBI, they
also have valid claims against a Debtor in an identical amount.
Any valid claims can be dealt with in the course of the Debtors'
Chapter 11 cases.  If the Guaranty Claims proceed now and an
insolvency of the Non-Debtor Affiliates is forced, this will
actually decrease the value of the Guaranty Defendants' claims.
Similarly, any harm suffered by the 2015 Defendants is also
vastly outweighed by the harm to the Debtors.  Payment on the
2015 Defendants' claims is subordinated in whole or in part to
the DIP Secured Parties' claims against the Debtors and the Non-
Debtors, and, thus demands on the 2015 Notes would serve little
economic purpose.  To the extent the 2015 Defendants have valid
claims against the Debtors, those claims would lose value as a
result of efforts to enforce claims under the 2015 Notes given
the harm caused to the Debtors.

The Debtors believe that they are entitled to a preliminary
injunction pursuant to Rule 65 because they have a reasonable
likelihood of success on the merits of their TRO given their
access to necessary funding under the DIP Financing to accomplish
necessary business and financial restructuring goals and the
hardship of denial of the preliminary injunction to the Debtors
vastly outweighs any harm to Wachovia et al.

Accordingly, the Debtors ask the Court for a preliminary
injunction enjoining the 2015 Defendants and Guaranty Defendants
from:

  (i) taking any act or action to accelerate the maturity of or
      otherwise enforce any rights in respect of the 2015 Notes
      or any Guaranty Claims against the Non-Debtor Affiliates,
      obtain possession of or to exercise control over property,
      or the proceeds of property of the Non-Debtor Affiliates
      or their property, or the proceeds of the property;

(ii) taking any act or action to create, perfect or enforce any
      lien against the Non-Debtor Affiliates or their property,
      or the proceeds of the property;

(iii) commencing or continuing any action or legal proceeding,
      including counterclaim against the Non- Debtor Affiliates
      in any jurisdiction; and

(iv) enforcing any judicial, quasi-judicial, administrative or
      regulatory judgment, assessment or order against the Non-
      Debtor Affiliates, and commencing or continuing any action
      or action or other legal proceeding.

          Court Issues Temporary Restraining Order

According to Mr. Bhatia, prior to filing its formal complaint
with the Court, the Debtors sought and obtained a temporary
restraining order on February 9, 2009, against the Debtors'
creditors from proceeding against LBI pursuant to the guaranty
agreements.

Pending a hearing and ruling on the Debtors' request for
preliminary injunction, the Court held that holders of record and
beneficial owners of the EUR500 million and $615 million 8 3/8%
Senior Notes due 2015 issued by LBI are restrained from, among
other things, taking any action to accelerate the maturity of the
notes.

The Court also relieved the Debtors from posting any security
pursuant to Rule 65(c).

The Court will hear the Debtors' request for preliminary
injunction on February 13, 2009, at 9:45 a.m.  Objections to the
Preliminary Injunction request are due February 12.

                      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: Court Moves Final DIP Hearing to Feb. 19
-----------------------------------------------------------
The final hearing to consider final approval of Lyondell Chemical
Company and its affiliated debtors' DIP Facility has been
adjourned to February 19, 2009, said George A. Davis, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, the Debtors'
proposed counsel.

Prior to the Feb. 19 adjournment, the DIP hearing was moved from
the original Feb. 4 schedule to Feb. 11 because, as disclosed by
the Debtors in a filing with the Securities and Exchange
Commission, they agreed with the DIP Lenders to:

   (i) extend the date by which definitive documentation for the
       DIP Facility must be entered into,

  (ii) extend the date by which the final approval of the DIP
       Facility must be entered, and

(iii) waive any defaults or events of default arising by
       reason of the definitive documentation not having
       definitive documentation for the DIP Facility.

The Debtors' $8-billion loan is the biggest bankruptcy loan in
U.S. history.

At the Final DIP Hearing, the U.S. Bankruptcy Court for the
Southern District of New York will consider the DIP objections
and responses filed by various parties including:

-- Lienholders
-- Texas Tax Jurisdictions
-- C. GIM Channelview
-- Bank of New York Mellon
-- Wilmington Trust Company

The Lienholders consist of The Shaw Group Inc. and Shaw
Maintenance, Inc.; Altech Inspections, Inc.; Oiltanking Houston,
L.P.; Elgin, Joliet and Eastern Railway Company; and Veolia ES
Industrial Services, Inc.

The Lienholders object to the DIP Motion to the extent it seeks
to prime their liens without providing them adequate protection.
The Lienholders noted that they have neither been paid nor been
assured of any future payment from the Debtors and the DIP Motion
is silent on the issue of adequate protection.

The Texas Tax Jurisdictions consisting of the City of Mansfield,
Dallas County, Galveston County, Harris County, Houston
Independent School District, Liberty County, Matagorda County,
Nueces County, Polk County, Refugio County, San Patricio County
and Victoria County, point out that the Interim DIP Order
contained two provisions that exempted their ad valorem tax liens
from being primed by the Order:

   (i) the DIP liens will be junior to any valid, perfected,
       enforceable, and unavoidable security interest and liens
       of other parties, if any, on property existing prior to
       the Petition Date; and

  (ii) the Adequate Protection Liens are subject and subordinate
       to the DIP Liens and any liens on the DIP Collateral that
       are senior to the DIP Liens, which would include the
       liens of the Taxing Jurisdictions.

The Texas Taxing Jurisdictions contend that the DIP Motion did
not expressly state whether those Interim DIP Order provisions
will be included in any final order to the DIP Motion.

Galena Park Independent School District, Spring Branch
Independent School District, Sheldon Independent School District,
La Porte Independent School District, City of La Porte, Clear
Creek Independent School District, Alief Independent School
District, Channelview Independent School District, Crossby
Independent School District, Spring Independent School District,
Chambers County, Barbers Hill Independent School District,
Brazoria County, Liberty Independent School District, Woodlands
Metro MUD, Woodlands RUD#2 also object to the entry of a Final
DIP Order that will not include provisions exempting their senior
prepetition liens from priming, and ask the Court to order
appropriate provisions to assure the protection of the Taxing
Jurisdictions.

GIM Channelview GIM Retail Energy, LLC note that pursuant to a
Second Amended and Restated Energy Supply Agreement and Second
Amended and Restated Energy Supply Agreement with the Debtors,
they provide Equistar Chemicals, LP with all of its steam and
electricity requirements for Equistar's petrochemical plant.  GIM
provides Equistar those services using its facility in
Channelview, Texas and at a price consisting of fixed and
variable components and subject to certain minimum and maximum
quantities.  Under the Lease Agreement, GIM leases from Equistar
the land upon which the Channelview Facility is located.
Accordingly, GIM asks the Court to deny final approval of the DIP
Motion to the extent the Motion seeks (i) to alter the netting of
payments to and from Equistar and GIM under the Supply
Agreements; and (ii) to grant the DIP Lenders a priming lien in
GIM's netting rights.  Should Equistar grant the DIP Lenders a
lien in its right to payment under the Supply Agreements, any
lien must be junior to GIM's valid and enforceable contract
rights.  GIM noted that the Court cannot grant a lien in funds
subject to GIM's right of recoupment under the Supply Agreements
because those funds are not property of Equistar's estate.  In
addition to the impact a final order on the DIP Motion has on
GIM's rights, granting the DIP Lenders liens in the Facility
Premises or the Lease Agreement creates the potential for a
breach of GIM's financing and investment covenants with third
parties, GIM stressed.

At GIM's request, the Court authorized GIM to file under seal the
Facility Agreements and a redacted version of its DIP Objection.
The Court agreed that the Facility Agreements and certain
portions of the Objection contain sensitive and proprietary
business information, which public disclosure would be damaging
to GIM.  However, the Order is without prejudice to the rights of
any party-in-interest or the U.S. Trustee to seek to declassify
and make public any portion of the materials filed under seal.

Counsel for BoNY Mellon, Glenn E. Siegel, Esq., at Dechert LLP,
in New York, confirmed that, as acknowledged by the Debtors in
the DIP Motion, BoNY is a prepetition secured creditor holding
liens of equal and ratable priority with the first-priority liens
of the Senior Facility Prepetition Agent and Senior Facility
Prepetition Lenders in two separate pools of collateral.  Despite
the creditors' equal and ratable prepetition security interests,
which are being primed by liens granted to the DIP Lenders, the
adequate protection provided under the Interim DIP Order to BoNY
however is significantly inferior to the adequate protection
granted to the Senior Facility Prepetition Lenders, he stressed.
As of January 22, 2009, he said, the Debtors have not responded
to BoNY's repeated requests for explanation for the disparate and
indefensible treatment.  He said that though BoNY would have
preferred to handle the issue through informal meetings and
consensual exchange of documents, the Debtors' nonresponsiveness
and the shortness of time has left BoNY with no choice but to
file an objection to the DIP Motion.

BoNY had sought for a formal discovery under Rules 7030 and 9014
of the Federal Rules of Bankruptcy Procedure and Rule 30(b)(6) of
the Federal Rules on Civil Procedure.  BoNY expected the Debtors'
production of the documents by January 26 and with depositions
held on the same day.

Given the various DIP hearing adjournments, the resulting
confusion over the DIP Objection Deadline, and the Debtors'
persistent refusal to respond to BoNY's requests for information,
BoNY had asked the Court for an extension of the DIP Objection
Deadline for all parties.

Subsequently, BoNY and the Debtors entered into a Court-approved
stipulation and protective order, governing the handling of all
the Documents, deposition and hearing testimony, discovery
responses and other materials, including all copies, excerpts and
summaries produced, exchanged or provided by the parties in
connection with the DIP Hearing.

The Materials produced, exchanged or provided by the Parties will
be used only for purposes of the DIP Hearing, the parties agreed
among other things.  Moreover, the production of the Materials
that are an attorney-client privileged communication, or work
product as defined under Rule 7026(b)(3) of Federal Rules of
Bankruptcy Procedure will not be deemed a waiver of the attorney-
client privilege, work product doctrine or other applicable
privilege or protection.

Wilmington Trust, for its part, reserved its right to the DIP
Motion to the extent the Motion violates the terms of the
Indenture dated August 10, 2005, as amended by supplemental
indentures, among LyondellBasell Industries AF S.C.A., BoNY as
trustee, registrar, paying agent, transfer agent and listing
agent, ABN AMRO Bank N.V., as security agent, and AIB/BNY Fund
Management Limited, as Irish Paying Agent, and related
transaction documents, including the agreements relating to the
pledge of High Yield Proceeds Loan and the shares of Nell Bidco
B.V., a non-debtor affiliate of LBI.

WTC notes that under the Indenture, LBI and the Debtor Guarantors
agreed to limit the incurrence of certain additional loans and
not impair the security interests granted to the holder of the
2015 Notes.  As of February 5, 2009, however, WTC did not have a
complete set of documents to determine whether the DIP Motion
violate the rights of Wilmington Trust and the holders of the
2015 Notes.  Thus, WTC filed its Reservation of Rights.

                      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: Asks Court to Cadwalader Engagement
------------------------------------------------------
Lyondell Chemical Company and its 79 debtor affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Cadwalader, Wickersham & Taft LLP as their
counsel, nunc pro tunc to Jan. 6, 2009.

As the Debtors' counsel, Cadwalader will:

  * advise the Debtors of their rights, powers, and duties as
    debtors and debtors-in-possession in the continued
    management and operation of their businesses and properties;

  * prepare, on behalf of the Debtors, all necessary and
    appropriate applications, motions, draft orders, and other
    documents, and review all financial and other reports to be
    filed in the Debtors' Chapter 11 cases;

  * advise the Debtors concerning, and prepare responses to,
    applications, motions, and other pleadings, notices, and
    other papers that may be filed and served in the Debtors'
    bankruptcy cases;

  * advise the Debtors concerning actions that they might take
    to collect and recover property for the benefit of their
    estates;

  * review the nature and validity of any liens asserted against
    the Debtors' property and advise the Debtors concerning the
    enforceability of those liens;

  * advise and assist the Debtors in connection with any
    potential asset dispositions;

  * advise the Debtors concerning executory contracts and
    unexpired lease assumptions, assignments and rejections;

  * assist the Debtors in reviewing, estimating, and resolving
    claims asserted against their estates;

  * commence and conduct any and all litigation necessary or
    appropriate to assert rights held by the Debtors, protect
    assets of their estates, or otherwise further the goal of
    completing a successful reorganization;

  * advise and assist the Debtors in connection with the
    solicitation and confirmation of a plan of reorganization
    and related documents;

  * advise and assist the Debtors in the preparation and
    filing of various documents required  in
    compliance with the U.S. securities laws; and

  * perform all other necessary legal services in connection
    with the Debtors' Chapter 11 cases and other general
    corporate matters concerning the Debtors' businesses.

The Debtors will pay Cadwalader's professionals according to
these customary hourly rates:

     Title                        Rate per Hour
     -----                        -------------
     Partners                     $650 to $1050
     Counsel                       $335 to $930
     Legal Assistants              $170 to $385

Pursuant to Section 330(a) of the Bankruptcy Code, the Debtors
will also reimburse Cadwalader of actual, necessary expenses and
other charges.

Since December 2008, Cadwalader has received $4,181,903 for its
prepetition services, which amount has been applied against
professional services rendered by the firm prior to the Petition
Date.  As of the Petition Date, Cadwalader is holding an advance
payment retainer of $6 million for professional services and
expenses to be rendered to or incurred for the Debtors.

Deryck A. Palmer, Esq., partner at Cadwalader, notes that his
firm, its members, counsel and associates:

  -- are not creditors, equity holders or insiders of the
     Debtors;

  -- are not and was not, within two years before the Petition
     Date, a director, officer or employee of the Debtors;

  -- do not have an interest materially adverse to the interests
     of the Debtors' estates or of any class of creditors or
     equity security holders;

  -- have not represented any party-in-interest in connection
     with matters relating to the Debtors, although Cadwalader
     has certain relationships with other parties-in-interest
     and other professionals in connection with unrelated
     matters; and

  -- are not related to any the Judge in the Debtors' cases, or
     to the United States Trustee for Region 2.

Although not relevant in concluding Cadwalader's
"disinterestedness," Mr. Palmer further discloses that:

  * Cadwalader may currently represent entities which hold
    certain of the Debtors' debt in beneficial accounts on
    behalf of unidentified parties.

  * Since note debt is traded in the commercial markets,
    Cadwalader may be unaware of the actual holder of the debt
    of the Debtors.

  * Cadwalader has represented, may currently represent, and may
    in the future represent entities with respect to matters
    involving legal and regulatory authorities which may be
    involved in the Debtors' Chapter 11 cases.

  * Cadwalader has not, does not, and will not represent any of
    the entities in matters related to the Debtors' Chapter 11
    cases.

According to Mr. Palmer, Cadwalader represented Leonard
Blavatnik, chairman and principal shareholder of the Access
Group, in connection with certain trust and estate planning
matters, during the period between October 30, 2007 and May 22,
2008.  In addition, ConocoPhillips CO and ExxonMobil Chemical
Corp. are counterparties to contracts with the Debtors, and
parties to Heartland Automotive's creditors' committee which
Cadwalader represents.

Since Cadwalader represents the Heartland committee as a whole,
Cadwalader does not believe its representation of the Debtors in
matters adverse to particular members of the Heartland Committee
interferes with Cadwalader being disinterested.  However,
Cadwalader can be adverse to Conoco Phillips and Exxon, Mr.
Palmer discloses.

A copy of Cadwalader's client match list is available for free
at http://bankrupt.com/misc/Lyondell_CadwaladerClientsList.pdf

Based on those disclosures, Mr. Palmer avers that Cadwalader is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                      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)


MAINE EARTHMOVING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Maine Earthmoving, Inc.
        4 Runway Road
        Scarborough, ME 04074

Bankruptcy Case No.: 09-20153

Chapter 11 Petition Date: February 10, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: James F. Molleur, Esq.
                  Molleur Law Office
                  419 Alfred Street
                  Biddeford, ME 04005
                  Tel: (207) 283-3777
                  Fax: (207) 283-4558
                  Email: jim@molleurlaw.com

Total Assets: $1,783,500

Total Debts: $1,987,352

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

            http://bankrupt.com/misc/meb09-20153.pdf

The petition was signed by Michael Cowan, Owner and President of
the company.


MARK IV: Weak Credit Metrics Cue Moody's Junk Rating from 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Mark IV
Industries -- Corporate Family, to Caa3 from B3; Probability of
Default, to Caa3 from B3; senior secured first lien facilities, to
Caa2 from B2, and senior secured second lien term loan, to Ca from
Caa2.  The outlook is negative.

The Corporate Family rating downgrade to Caa3 reflects the
weakening of the company's credit metrics as the global
recessionary environment has resulted in lower automotive and
commercial vehicle production in both the company's European and
North American markets.  The company also continues to face demand
pressure in its transportation technologies segment, due to weaker
municipal budgets and softer automotive aftermarket demand.  These
conditions have more than offset any benefit that may have arisen
from the December 2007 purchase of Mark IV by affiliates Sun
Capital Partners, which included low cost sourcing opportunities
through Sun Capital's other portfolio investments.  The company's
operating environment has also reduced covenant cushions under the
bank credit facility.

The negative outlook reflects Moody's expectation of continued
deterioration of the company's credit metrics due to the impact of
weak global economic conditions on the company's business
segments.  Global automotive and commercial vehicle production is
expected to continue to decline over the near-term.  Reduced
spending by municipal agencies also is expected to negatively
impact the company's transportation technologies segment.  The
challenges may further restrict the company's liquidity and
resulting operating flexibility.  For the LTM period ended
November 30, 2008, the company's EBIT/interest coverage
approximated 0.2x.  Future events that have the potential to drive
Mark IV's rating lower include continuing weakness in global
automotive and commercial vehicle production, or the company's
other markets which are not offset by successful restructuring
actions.  Lower ratings could also result from further
deterioration in the company's covenant cushions and liquidity
position, or the implementation of a distress debt exchange.

Future events that have the potential to drive Mark IV's outlook
or ratings higher include: consistent free cash flow generation,
improving operating performance resulting in EBIT/Interest
coverage being sustained at or above 1.0x or leverage approaching
5.5x.

Mark IV is expected to have weak liquidity over the near term. FCF
generation will be challenged by the adverse effects of the
current weak economic environment on the company's business
segments.  However, there are no near-term maturity requirements
under the company's credit facilities.  As of 11/30/08, there was
approximately $111 million outstanding (including letters of
credit) under the $150 million revolving credit which matures in
June 2010, and $54 million of cash on hand.  While covenant levels
were amended in December 2007, as part of the Sun Capital
transaction, current economic conditions are likely to result in
weak covenant cushions over the near term.  Alternate liquidity is
limited, as most of the company's assets secure the credit
facilities.

These ratings were lowered:

Mark IV Industries, Inc.

  -- Corporate Family Rating, to Caa3 from B3;
  -- Probability of Default Rating to Caa3 from B3;

Dayco Products, LLC

  -- Senior secured credit facilities, to Caa2 (LGD 3, 32%) from
     B2 (LGD3 33%), consisting of:

  -- $150 million US/European revolving credit facility due 2010
     (up to $50 million-equivalent to be available in Euros); and

  -- $635 million (remaining balance) 7-year US term loan B due
     2011;

  -- $148 million (remaiing balance) senior secured second lien
     term loan due 2011, to Ca (LGD5, 86%) from Caa2 (LGD5, 86%);

Dayco Europe SrL

  -- $28 million (remaining balance) equivalent euro equivalent
     denominated European term loan A due 2010, to Caa2 (LGD3,
     32%%) from B2 (LGD3 33%)

The last rating action for Mark IV was on January 17, 2007 when
the B3 Corporate Family Rating was confirmed, with a negative
outlook.

Mark IV Industries is a diversified manufacturer of engineered
systems and components utilizing radio frequency identification,
information display system, mechanical power transmission, air
admission, and other technologies that serve industrial,
transportation and automotive markets. Mark IV manages and reports
its operations into two categories: (i) Industrial/Distribution
and (ii) Automotive OEM. Annual revenues approximate $1.4 billion.


MASCO CORPORATION: Moody's Reviews 'Ba1' Ratings on $4 Bil. Notes
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Masco Corporation
under review for possible downgrade including the company's Ba1
ratings on its $4 billion existing senior unsecured notes, the
company's CFR and probability of default rating, and the (P)Ba1
and (P)Ba2 ratings on its various shelf programs.  The company's
LGD rate (LGD-4, 54%) is not under review but is subject to
change.  The company's speculative grade liquidity rating has been
downgraded to SGL-3 from SGL-2.

The review is prompted by current and anticipated weakness in the
company's sales, margins, and cash flow generation caused
primarily by the slowdown in new construction and in the repair
and remodeling market.  Masco reported its fourth quarter 2008 and
full year results on February 11, 2009 after the market's close.
The company's performance highlights the degree of financial
stress being caused by the housing and economic downturn on the
company's credit quality.  Furthermore, large impairments, while
non-cash, have been necessary in various business segments and
have resulted in a higher debt to capitalization ratios.

The review will focus on: (i) the company's ability to maintain
positive operating margins during the downturn for in each of its
lines of business and on a consolidated basis; (ii) the company's
liquidity position including the anticipated level of free cash
flow (available for debt reduction), covenant compliance, and
external liquidity sources.  The review will also evaluate the
ability of the company to further manage its capital allocation
and portfolio mix as two of its lines of business reported weak
operating margins for 2008 even when excluding net costs and
charges for business rationalizations and impairment charges for
goodwill and other intangible assets.

The company's speculative grade liquidity rating has been changed
to SGL-3 from SGL-2 to reflect the company's adequate liquidity.
The company's comfortable cash position partially mitigates the
risk presented by the growing possibility it may violate its debt-
to-total capitalization covenant in the event of further
impairments or operating losses.

The last rating action was December 19, 2008 when a CFR, and PRD,
of Ba1 were assigned and the company's senior unsecured notes were
downgraded to Ba1.  An SGL-2 and various LGD rates were also
assigned.  The rating action reflected weakening demand,
profitability, and cash flow generating ability in the current
economic and housing environment.

Masco Corporation, headquartered in Taylor, Michigan, is a leading
North American manufacturer and service provider in the home
improvement and building product markets, with 2008 sales of
$9.6 billion.


MICHIGAN HIGHER: Moody's Cuts Bonds Due to Inadequate Collateral
----------------------------------------------------------------
Moody's Investors Service downgraded two classes of bonds issued
by Michigan Higher Education Student Loan Authority (2007
Indenture).  The rating of the senior bond remains under review
for further possible downgrade.

The rating actions were prompted by the increase in the interest
rates on the bonds due to the prolonged and continuing dislocation
in the auction rate securities market.  The trust, which is funded
by tax-exempt auction rate securities, has suffered excess spread
compression as the yield on the assets did not increase in tandem
with the interest on the bonds.

As of September 30, 2008, the trust was undercollateralized by
1.34% at the subordinate bonds level (i.e. total parity, or the
ratio of total assets to total liabilities was 98.66%).  Only 55%
of the subordinate class was covered by collateral.  Because at
the failed auction rate the trust is expected to generate -0.3% to
-0.5% of excess spread, it is lacking excess cash needed to build
up parity over time.  Therefore, the subordinate bonds are not
likely to be paid off in full by the final maturity date.  The
senior parity, i.e. the ratio of total assets to outstanding
balance of senior bonds, has been declining: between June 2008 and
September 2008 quarter end dates it declined from 103.6% to
102.1%.

Other methodologies and factors that may have been considered in
the process of rating this issue can also be found at
www.moodys.com in the Credit Policy & Methodologies directory.

The complete rating actions are:

Issuer: Michigan Higher Education Student Loan Authority (2007
        Indenture)

  -- Senior Lien Series 20-A Bonds, Downgraded to Baa1 from Aaa
     and Placed Under Review for Possible Downgrade; previously
     on Sept. 28, 2007, Assigned Aaa;

  -- Subordinate Lien Series 20-B Bonds, Downgraded to Ca from
     A2; previously on Sep 28, 2007, Assigned A2.


MAVERICK COUNTY: Fitch Cuts Rating on $11.8 Mil. Certs to 'BB'
--------------------------------------------------------------
In the course of routine surveillance, Fitch Ratings has
downgraded these ratings for Maverick County, Texas' (the county):

  -- $11.8 million combination tax and revenue certificates of
     obligation, series 1996-B, 1997, 1998, 2000, 2004 to
     'BB' from 'BB+';

  -- $505,000 tax notes, series 2003-A to 'BB' from 'BB+'.

Fitch has also revised the Rating Outlook to Negative from Stable.
The Negative Outlook reflects the potential for added financial
pressure on the county's weakened general operations as the result
of debt obligations issued by the county's public finance
corporation for a detention center that may require additional
financial support under certain scenarios.  In 2007, the Maverick
County PFC issued $43 million in lease revenue bonds (secured by
project revenues and not rated by Fitch) for a 688-bed detention
facility that opened December 2008.  Currently operated by GEO
Group Inc, the facility is expected to house primarily U.S.
Marshals Service prisoners.

The downgrade to 'BB' reflects the county's negative general fund
balance, thin to negative balances in other major funds, prospect
of a multi-year financial recovery, and poor debt management.  The
rating also incorporates the county's limited albeit growing
economic base, high unemployment, low wealth levels, and exposure
to economic fluctuations in Mexico.  Some progress is evident in
the county's financial recovery plan, most notably in the current
year's budget that has allocated a portion of the tax levy for
deficit reduction.  However, success of the plan is partly
contingent on the receipt of community impact payments from the
private operator of the new detention center whose own revenues
can experience lags in payment.  Furthermore, the failure to
attain sufficient inmate occupancy levels could threaten the PFC's
ability to make timely base rental payments, further complicating
the county's prospects for stabilizing its credit profile.

Consecutive operating losses, due mostly to delayed federal
reimbursements for court costs and public safety spending
pressures, led to an accumulated negative fund balance of
$3.6 million in fiscal 2006, equal to a very high 33% of spending.
Significant budget actions in fiscal 2007 reversed the negative
trend, reducing the deficit by over $800,000.  Preliminary fiscal
2008 projections point to another $800,000 reduction in the
deficit.  Notably, the fiscal 2009 budget allocates a portion of
the tax levy for additional deficit reduction purposes in the
general fund and other county funds.  However, the budget also
anticipates $400,000 in community impact payments from the private
operator of the detention center which opened in December 2008.
Delays in such payments would prolong the county's financial
recovery plan past its current four year schedule.

Located on the U.S-Mexico border, Maverick County encompasses
roughly 1,300 square miles; its population has increased steadily
during the past decade.  Over half of the county's estimated 2007
population of 52,000 live in the city of Eagle Pass, the county
seat.  Area wealth levels as measured by per capita income are
very low.  Increasing North American Free Trade Agreement
international trade activity has spurred commercial/retail
development, resulting in annual average tax base growth since
fiscal 2004 of almost 8%.  As a result of the expanded commercial
activity, job creation in the county has improved.  While still
well above state and national averages, the county's unemployment
rate has declined significantly from annual averages of more than
20% in previous years.  The county's 2007 annual unemployment rate
was 11.3%, slightly above November 2008's rate of 11%.


MTI TECHNOLOGY: Court Extends Plan Filing Deadline to April 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on Feb. 4, 2009, the stipulation of MTI Techonology
Corporation and its official committee of unsecured creditors for
the extension of the Debtor's exclusive period to file a plan from
Jan. 16, 2009, through and including April 16, 2009.

In its motion, the Debtor told the Court that the Committee is
exploring the possibility of obtaining a buyer for the Debtor's
corporate shell, through a reverse merger transaction which would
be effected through a Chapter 11 plan of reorganization.

Headquartered in Tustin, California, MTI Technology Corp. --
http://www.mti.com/-- was a global provider of end-to-end
information infastructure for mid to large size companies.  At the
time of its bankruptcy filing, the Debtor had three primary groups
of assets, the majority of which have now been sold:

  (1) European Subsidiaries - The Debtor owned all of the issued
      and outstanding capital sock of each of MTI Technology
      GmbH, incorporated in Germany, MTI Technology Limited,
      incorporated in Scotland, and MTI France S.A.S.,
      incorporated in France.

  (2) A U.S.-based service division known as "Collective", which
      was acquired by the Debtor approximately 18 months ago.

  (3) A separate, U.S.-based sales and service division other
      than Collective.

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
and Eve Marsella, Esq., at Clarkson, Gore & Marsella APLC,
represents the Debtor as counsel.  Omni Management Group LLC
serves as the Debtor's claim, noticing and balloting agent.  The
U.S. Trustee for Region 16 appointed nine creditors to serve on an
Official Committee of Unsecured Creditors in the Debtor's case.
Winthrop Couchot Professional Corporation represents the Committee
as general insolvency counsel.  As of Aug. 21, 2007, the Debtor
had total assets of $19,955,578 and total debts of $33,093,308.


MUZAK HOLDINGS: Chapter 11 Filing Prompts S&P's Rating Cut to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered all its ratings
on Fort Mill, South Carolina-based Muzak Holdings LLC and Muzak
LLC, including lowering the corporate credit ratings on both
companies to 'D' from 'CCC-'.  The downgrade follows Muzak's
announcement of its Chapter 11 filing.  S&P analyzes the two
companies on a consolidated basis.

S&P lowered the issue-level rating on Muzak LLC's $220 million 10%
senior notes to 'D' from 'CC', while leaving the recovery rating
unchanged at '5', indicating S&P's expectation of modest (10%-30%)
recovery for lenders.  Standard & Poor's also lowered the issue-
level ratings on Muzak Holdings LLC's 13% senior discount notes
and Muzak LLC's $115 million 9.875% senior subordinated notes to
'D' from 'C'.  The recovery ratings on these notes also remain
unchanged at '6', indicating the expectation for negligible (0%-
10%) for lenders.

"The rating action reflects the company's announcement of its
Chapter 11 filing," explained Standard & Poor's credit analyst
Tulip Lim.  Revenue and EBITDA in the first nine months ended
Sept. 30, 2008, were roughly flat and down 2%, respectively.
"EBITDA declined because of higher operating costs relating to
increased bad debt expenses, benefit costs, and IT-related costs,"
continued Ms. Lim.  The company's attrition rate has steadily
increased over the past three quarters as a result of the weak
economy.


MUZAK LLC: S&P Cuts Corporate Credit Rating to 'D'
--------------------------------------------------
Standard & Poor's Ratings Services said it lowered all its ratings
on Fort Mill, South Carolina-based Muzak Holdings LLC and Muzak
LLC, including lowering the corporate credit ratings on both
companies to 'D' from 'CCC-'.  The downgrade follows Muzak's
announcement of its Chapter 11 filing.  S&P analyzes the two
companies on a consolidated basis.

S&P lowered the issue-level rating on Muzak LLC's $220 million 10%
senior notes to 'D' from 'CC', while leaving the recovery rating
unchanged at '5', indicating S&P's expectation of modest (10%-30%)
recovery for lenders.  Standard & Poor's also lowered the issue-
level ratings on Muzak Holdings LLC's 13% senior discount notes
and Muzak LLC's $115 million 9.875% senior subordinated notes to
'D' from 'C'.  The recovery ratings on these notes also remain
unchanged at '6', indicating the expectation for negligible (0%-
10%) for lenders.

"The rating action reflects the company's announcement of its
Chapter 11 filing," explained Standard & Poor's credit analyst
Tulip Lim.  Revenue and EBITDA in the first nine months ended
Sept. 30, 2008, were roughly flat and down 2%, respectively.
"EBITDA declined because of higher operating costs relating to
increased bad debt expenses, benefit costs, and IT-related costs,"
continued Ms. Lim.  The company's attrition rate has steadily
increased over the past three quarters as a result of the weak
economy.


NAILITE INT'L: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nailite International, Inc.
        1111 NW 165th Street
        Miami, FL 33169-5819

Bankruptcy Case No.: 09-10526

Type of Business: The Debtor produces injection polypropylene
                  based cedar and masonry replica siding.  The
                  Debtor supplies residential construction and
                  remodeling markets through various building
                  materials and siding distributors.

                  See: http://www.nailiteinternational.com/

Chapter 11 Petition Date: February 13, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Gabriel R. MacConaill, Esq.
                  gmacconaill@potteranderson.com
                  Steven M. Yoder, Esq.
                  syoder@potteranderson.com
                  Potter Anderson & Corroon LLP
                  1313 North Market Street
                  Wilmington, DE 19801
                  Tel: (302) 984-6143
                  Fax: (302) 778-6143

Restructuring Advisor: AlixPartners LLP

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fiberboard RDV Corporation     Senior            $11,912,382
Group LLC                      Subordinated
126 Ottawa Avenue
NW, Suite 500 Debt
Grand Rapids, MI 49503
Fax: (616) 454-4654

Muehlstein                     Trade Debt        $431,417
Attn: Kirk Dymtruk
PO Box 8500-5960
Philadelphia, PA 19178-5960
Tel: (203) 855-6129

Heritage Plastics, Inc.        Trade Debt        $363,424
Attn: Larry Bisio
PO Box 844163
Dallas, TX 75284-4163
Fax: (678) 393-0572

Osterman & Company Inc.        Trade Debt        $246,254

Comet Die & Engraving Inc.     Trade Debt        $225,550

Strathmore Products            Trade Debt        $170,187

Performance Polymers           Trade Debt        $168,689
McCormack

Southern Polymers              Trade Debt        $167,200

KIF Property Trust             Trade Debt        $121,561

GadgeUSA, Inc                  Trade Debt        $115,426

Sample Works                   Trade Debt        $103,513

Averitt Express Inc.           Trade Debt        $53,872

Crawford Company               Trade Debt        $53,557

KTRSouth Florida LLC           Trade Debt        $45,482

C.H. Robinson Worldwide Inc.   Trade Debt        $45,197

Imperial Premium Finance Inc.  Trade Debt        $38,628

Ashland Distribution Company   Trade Debt        $37,638

Four Towers Investment Group   Trade Debt        $35,251

ABF Freight Systems Inc.       Trade Debt        $31,547

Graham Partners Inc.           Trade Debt        $30,397

Ricoh Business Solutions       Trade Debt        $24,595

Property Tax Advisory Group    Trade Debt        $15,867

Siding Pro Deihardt            Trade Debt        $15,090

Clariant Corporation           Trade Debt        $13,635

Infor                          Trade Debt        $13,621

DG Steel Rule Die Mfg. Co.     Trade Debt        $12,751

Van Haitsma Exteriors          Trade Debt        $12,200

Leydig, Voit & Mayer Ltd.      Trade Debt        $12,127

Monison Pallets                Trade Debt        $11,267

The petition was signed by Tim Self, chief financial officer.


NATCHEZ REGIONAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Natchez Regional Medical Center
        54 Sergeant S. Prentiss Dr.
        Natchez, MS 39120

Bankruptcy Case No.: 09-00477

Type of Business: The Debtor owns and operates a medical center.

Chapter 11 Petition Date: February 12, 2009

Court: Southern District of Mississippi (Jackson Divisional
       Office)

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  enslaw@bellsouth.net
                  P.O. Box 1177
                  Jackson, MS 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Provider Reimbursement                           $395,228
c/o Trispan Health Svc
PO Box 23046
Jackson, MS 39225-3046

Milestone Healthcare                             $392,604
13083 Collection Ctr.
Chicago, IL 60693

GE Commercial Finance                            $284,717
20225 Watertower #100
Brookfield, WI 53045

Fordice Construction                             $278,687

Alliance Imaging Inc.                            $196,000

Diamond Healthcare                               $189,089

Datex-Ohmeda                                     $174,387

Medtronic USA                                    $138,855

SciMAGE                                          $116,091

Stryker Endoscopy                                $99,675

RCG Natchez Acute                                $99,454

Natchez Pathology Lab                            $85,636

Wellness Works                                   $81,000

St. Jude Medical                                 $79,583

GE Capital                                       $74,262

United Blood Svc/Blood                           $64,799

Frazier/Edgin                                    $62,860

Park Place Internation                           $62,409

Hill Rom Co. Inc.                                $57,553

Brunini Grantham                                 $57,117

The petition was signed by Scott K. Phillips, chief executive
officer.


NODGRAPEVINE.COM LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: NODGRAPEVINE.COM, LLC
        P.O. Box 19437
        Fountain Hills, AZ 85269

Bankruptcy Case No.: 09-02167

Chapter 11 Petition Date: February 9, 2009

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

Debtor's Counsel: Brian W. Hendrickson, Esq.
                  The Hendrickson Law Firm PLLC
                  2133 E. Warner Rd., #106
                  Tempe, AZ 85284
                  Tel: (480) 345-7500
                  Fax: (480) 345-6406
                  Email: bwh@hendricksonlaw.net

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Scott Forde                       Investment       $ 1,800,000
30 Oscar Ave., #50
Hauppauge NY 11788-8808


David Creed                       Commission           549,000
13534 W. Manzanita
Fountain Hi~1.s AZ 85268

The petition was signed by Lisa Atienza, Manager of the company.


NORTH OAKLAND: Moody's Withdraws 'C' Rating on 1993 Bonds
---------------------------------------------------------
Moody's Investors Service has withdrawn the C rating assigned to
North Oakland Medical Center's Series 1993 revenue bonds issued
through the Pontiac, Michigan Hospital Finance Authority.  NOMC
filed petition for Chapter 11 bankruptcy relief on August 26,
2008.

The last rating action was on April 1, 2008 when NOMC's rating was
downgraded to C from B3.


OR OFFSHORE: Liquidation Plan Effective February 11
---------------------------------------------------
Superior Offshore International, Inc., disclosed that the First
Amended Joint Chapter 11 Plan of Liquidation submitted by Superior
Offshore International, Inc., and the Official Committee of
Unsecured Creditors became effective on February 11, 2009.

As previously disclosed, all equity interests in Superior Offshore
International, Inc., are cancelled as of the Effective Date under
the terms of the Plan. The Plan also provides that the Effective
Date will serve as the record date for purposes of distributions,
if any, to former equity interest holders under the Plan, unless
otherwise ordered by the Bankruptcy Court.

The Troubled Company Reporter reported on January 30, 2009, that
Judge Wesley Steen of the U.S. Bankruptcy Court for the Southern
District of Texas confirmed on January 28, 2009, the First Amended
Joint Plan of Liquidation filed by Superior Offshore and its
Official Committee of Unsecured Creditors.  The Disclosure
Statement was approved on January 9.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represent the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represent the Committee as counsel.


ORIENTAL TRADING: Moody's Pares Corporate Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service lowered its Corporate Family and
Probability of Default ratings on Oriental Trading Company to Caa3
from Caa2.  Rating actions on rated debt instruments are detailed
below.  The ratings remain under review for further possible
downgrade.

The rating actions result from the continued weakness in the
company's operating results, and the increased probability that
the company will default on its debt over the next year.  In OTC's
fiscal quarter ending December 27, 2008, the company's revenues
declined in the low teen percentage range and EBITDA declined in
the low 20% range.  As a result of the weaker performance, the
company failed to meet the maximum leverage covenant in its bank
credit facilities as of December 27, 2008.  OTC has obtained a
temporary waiver from its lenders for up to 45 days, subject to
fulfillment of certain conditions.

"Oriental Trading Company has yet to demonstrate revenue and
EBITDA stability following significant increase in postal costs in
2007, and the company is being negatively impacted in the current
recessionary economic environment" said Moody's Vice President
Scott Tuhy.  He added "Moody's believes OTC's current capital
structure is unsustainable at the current level of performance.
The rating action reflects an increased probability of a default,
which could include a distressed exchange of some portion of its
debt".

Moody's review will focus on the terms and conditions of any
amendments to its financing agreements that may be obtained in the
near term.

These ratings were downgraded and remain under review for further
possible downgrade.  LGD assessments are subject to change:

  -- Probability of Default Rating to Caa3 from Caa2
  -- Corporate Family Rating to Caa3 from Caa2
  -- 1st lien Credit facilities to Caa1 from B3
  -- 2nd lien Term Loan to Ca from Caa3

Moody's last rating action on Oriental Trading Company was on
August 12, 2008 when its Probability of Default Rating was
downgraded to Caa2 from B3.

Headquartered in Omaha, Nebraska, Oriental Trading is a direct
marketer of value-priced novelties, toys, and party supplies, and
a leading direct marketer of home d‚cor products.


OUTLAW ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Outlaw Enterprises, LLC
        3300 N. "A" St., Bldg. 7, Ste. 250
        Midland, TX 79705

Bankruptcy Case No.: 09-70033

Chapter 11 Petition Date: February 9, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Debtor's Counsel: Vivian Lea Borland, Esq.
                  213 North Main, Ste. 101
                  Midland, TX 79701
                  Tel: (432) 684-5290
                  Email: dora@borlandlaw.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:
          http://bankrupt.com/misc/txwb09-70033.pdf

The petition was signed by James Mann, President of the company.


PAINT ROCK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Paint Rock Turf, LLC
        P.O. Box 4389
        Huntsville, AL 35815

Bankruptcy Case No.: 09-80537

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Patrick A. Jones, Esq.
                  212 Oakwood Ave. NW.
                  Huntsville, AL 35811
                  Tel: (256) 533-2827
                  Fax: (256) 533-2875
                  Email: pajonesesquire@yahoo.com

Total Assets: $0

Total Debts: $3,860,000

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

            http://bankrupt.com/misc/alnb09-80537.pdf

The petition was signed by Gerald Jones, President of the company.


PALMILLA DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Palmilla Development Company, Inc.
        dba Executive Living
        7116 Valjean Avenue
        Van Nuys, CA 91406
        Tax id: 20-0520319

Bankruptcy Case No.: 09-11504

Debtor-affiliates filing separate Chapter 11 petitions on
Jan. 15, 2009:

        Entity                                     Case No.
        ------                                     --------
Lancaster Palms LLC                                09-10398


Debtor-affiliates filing separate Chapter 11 petitions on Jan. 29,
2009:

        Entity                                     Case No.
        ------                                     --------
NV Am Premiere Mason Creek                         09-10948
NV American Premiere Austin LP                     09-10945

Type of Business: The Debtors operate a real estate company.

Chapter 11 Petition Date: February 11, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Ron Bender, Esq.
                  rb@lnbrb.com
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

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
   ------                      ---------------   ------------
American Asphalt & Grading                       $70,000
2690 North Decatur Blvd.
Las Vegas, NV 89108
Tel: (702) 649-2669

American Premiere, Inc.                          $57,041
235 W. Brooks Ave.
North Las Vegas, NV 89030
Tel: (702) 399-6137

Palmilla Homeowners                              $53,458
Association/PWJames
8010 W. Sahara, Ste 160
Las Vegas, NV 89117
Tel: (702) 243-8650

Sunworld Landscape                               $35,206

HUB International (Scheer's)                     $17,800

T & R Painting & Drywall                         $16,700

Challenge Electric                               $8,802

Lamb Asphalt                                     $8,140

Carpets N. More                                  $3,300

Clark County Treasurer                           $2,924

S &J Ventures dba JSI Carpet                     $1,685

Network Communications Inc.                      $1,290

Infinity Building Products                       $1,219

Mountain Pointe Enterprises Corp.                $1,215

For Rent Magazine                                $1,020

Desert Plastering, LLC                           $635

A-l Security, LTD.                               $627

Cherokee Blind & Door, Inc                       $436

First Advantage SafeRent, Inc.                   $329

United Plumbing                                  $261

The petition was signed by Hagai Rapaport, president.


PARALLEL PETROLEUM: To Give Chesapeake Half of 35% Stake in Field
-----------------------------------------------------------------
Ben Casselman at The Wall Street Journal reports that Parallel
Petroleum Corp. will turn over half its 35% interest in a 25,600-
acre gas field in Fort Worth, Texas, rather than pay to drill
wells.

WSJ relates that Chesapeake Energy already holds most of the
remaining 65%.

Parallel Petroleum has entered into a farmout agreement with
Chesapeake Energy related to its Barnett Shale gas project.  On
February 11, 2009, Parallel and Chesapeake Energy entered into a
farmout agreement related to Parallel's approximate 35% interest
in their Barnett Shale gas project.  Under the farmout agreement,
for all wells drilled on Parallel's Barnett Shale leasehold from
November 1, 2008, through
December 31, 2016, Parallel has agreed to assign to Chesapeake
100% of Parallel's leasehold in the Barnett Shale, subject to
these terms:

          -- All wells drilled from November 1, 2008 through
             December 31, 2009, and all wells drilled during each
             succeeding calendar year through 2016 will be
             treated as a separate project or payout period,
             creating eight (8) separate projects or payout
             periods.

          -- At the time Chesapeake Energy commences the drilling
             of a well during one of the payout periods, Parallel
             will assign to Chesapeake Energy 100% of its
             leasehold interest within the subject unit or lease,
             reserving and retaining a 50% reversionary interest
             that will vest after Chesapeake recovers 150% of its
             costs for a particular payout period.  Until 150%
             payout has  been reached, Chesapeake Energy will
             fund 100% of Parallel's costs for drilling,
             completing and operating wells during the payout
             period.

          -- On each project, Chesapeake Energy is entitled to
             receive all revenues from Parallel's reversionary
             interest until Chesapeake Energy receives revenues
             totaling 150% of the drilling, completion and
             operating costs Chesapeake Energy incurs in funding
             Parallel's reversionary interest.

          -- Upon reaching the 150% payout level for a given
             project, 50% of the interest assigned to Chesapeake
             Energy will revert back to Parallel.

         -- After 150% project payout, Parallel will pay all
             costs and receive all revenues attributable to its
             50% reversionary interest in each project.

          -- For all wells drilled after January 1, 2017,
             Parallel will pay all costs and receive all revenues
             attributable to its 50% reversionary interest.

          -- Parallel is retaining all of its interest in wells
             commenced prior to November 1, 2008, except for
             three (3) wells commenced in late October 2008.
             Parallel is retaining all of its interest in
             approximately 90 gross (22.4 net) producing wells
             and 31 gross (9.49 net) wells in progress.

Parallel estimates that its Barnett Shale leasehold operated by
Chesapeake Energy and subject to the farmout agreement is
approximately 25,600 gross (9,300 net) acres.  Parallel
anticipates that approximately 61 gross (10.0 net) wells will be
drilled and included in the 2009 payout period from November 1,
2008 through December 31, 2009.  Payout of each project will
depend on drilling and completion costs, timing of completion and
pipeline connection to sales, and natural gas prices, among other
matters.

As of Parallel 31, 2008, Parallel had 37 gross (13.26 net) wells
in progress.  Of the 37 gross wells, 34 gross (12.12 net) wells
were shut-in awaiting pipeline, completing or awaiting completion,
and 3 gross (1.14 net) wells were drilling.  Of the 34 wells that
were shut-in awaiting pipeline, completing or awaiting completion,
31 gross (9.49 net) wells were in the Barnett Shale, 2 gross (1.75
net) wells were in the Wolfcamp, and 1 gross (0.88 net) well was
in the Permian Basin.  Of the 3 wells that were drilling, 1 gross
(0.01 net) well was drilling in the Wolfcamp, and 1 gross (0.88
net) well was drilling in the Permian Basin, and 1 gross (0.25
net) well was drilling in the Cotton Valley.

Revised 2009 CAPEX Budget

Parallel's revised 2009 CAPEX budget is approximately
$29.1 million. This is a 76% decrease when compared to the
$118.8 million preliminary 2009 CAPEX budget.  The $89.7 million
decrease is associated with reduced expenditures in the company's
North Texas Barnett Shale gas project as a result of its farmout
agreement with Chesapeake Energy and decreases in previously
planned drilling activity in the New Mexico Wolfcamp gas and
Permian Basin oil projects and is allocated as follows:

          -- $51.5 million decrease in the Barnett Shale,
          -- $9.7 million decrease in the Wolfcamp,
          -- $28.3 million decrease in the Permian Basin, and
          -- $0.2 million net decrease in the company's other
             projects.

Parallel's $29.1 million revised 2009 CAPEX budget includes
approximately $26.7 million for the completion of approximately 37
gross (13.3 net) wells that were in progress as of
December 31, 2008, the drilling and completion of approximately 7
gross (4.4 net) new wells, and the workover or conversion-to-
injection of approximately 22 gross (19.3 net) existing wells.
Approximately $2.4 million of the budget is allocated for the
purchase of leasehold and seismic data.  Of the total
$29.1 million revised CAPEX budget, Parallel has budgeted
approximately $12.1 million for its Permian Basin oil projects,
approximately $10.2 million for completion of previously drilled
wells in its Barnett Shale gas project and approximately
$5.2 million for its New Mexico Wolfcamp gas project.  The
remainder of the 2009 budget will be allocated to the Company's
other projects.

Larry C. Oldham, Parallel's President, commented, "During 2009,
our top priorities are to maximize liquidity and maintain
financial flexibility by funding our $29.1 million CAPEX budget
out of operating cash flow, while positioning ourselves to
capitalize on potential growth opportunities.  In November 2008,
we announced a $118.8 million preliminary CAPEX budget for 2009,
which included $61.7 million for the non-operated Barnett Shale
gas project.  Because of our farmout to Chesapeake, our 2009
capital requirements for the Barnett Shale gas project have
dropped 80% to $10.2 million for the estimated completion costs of
the 31 gross (9.49 net) wells that were in progress at year-end
2008."

Mr. Oldham further commented, "Due to the current disconnect
between low oil and natural gas prices and the relatively high
cost of goods and services, we are also reducing our 2009 CAPEX
budget in our Permian oil projects and our New Mexico Wolfcamp gas
project, all of which are under company control.  We will continue
to monitor commodity markets, service costs, economic conditions
and other factors and may further adjust our
$29.1 million 2009 CAPEX budget based upon product prices, service
costs and workover project inventory, among other factors.  In the
meantime, these measures will help us through these challenging
times."

                     About Parallel Petroleum

Parallel Petroleum Corporation is a small independent exploration
and production company based in Midland, Texas.

As reported by the Troubled Company Reporter on Feb. 4, 2009,
Moody's Investors Service downgraded Parallel Petroleum
Corporation's $150 million senior unsecured notes to
Caa2, LGD5 (80%) from Caa1, LGD5 (77%).  Moody's affirmed
Parallel's B3 Corporate Family Rating and Probability of Default
Rating, but changed the outlook to negative from stable.

According to the TCR on Jan. 28, 2009, Standard & Poor's Ratings
Services took several rating actions on oil and gas exploration
and production companies after an industry review.  S&P downgraded
Parallel's rating to 'B/Negative/--' from - 'B/Stable/--'.  " The
rating action reflects S&P's concerns about lower EBITDA due
to weaker natural gas and crude oil prices," S&P said.  "Lower
earnings are pressuring Parallel's current tight liquidity and, in
turn, its ability to remain compliant with its financial covenants
such as debt to EBITDA of less than 4x."


PARMALAT SPA: Banca Popolare Group Settles for EUR12.5 Million
--------------------------------------------------------------
Parmalat S.p.A. said that it has reached an agreement with the
group of banks and companies controlled by Banca Popolare
dell'Emilia Rompagna in connection with the disputes between them.

As a result of these agreements, the BPER Group without
acknowledging any liability, will pay to Parmalat a total of
EUR12.5 million.  The companies of the BPER Group have waived the
right to demand the inclusion among the liabilities of the
companies under extraordinary administration of the amounts
refunded as a result of actions to void.

The agreements resolve all pending disputes between Parmalat and
the companies of the BPER Group in connection with transactions
executed prior to the Parmalat Group being declared insolvent in
December 2003.

According to Bloomberg News, Parmalat Chief Executive Officer
Enrico Bondi has recovered more than EUR2 billion from dozens of
Italian and international banks after seeking damages or
attempting to "claw back" financing through claims the lenders
helped Parmalat's former managers hide the true state of the
company's finances.  Mr. Bondi, according to the report, has said
banks should have spotted the irregularities that allowed Parmalat
to hide billions of euros of losses from the public before its
collapse in December 2003.

                       About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On Jan.
20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-
10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

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


PARMALAT SPA: Gets EUR10-Mil. Settlement from Credito Emiliano
--------------------------------------------------------------
Less than a week after it announced a EUR12.5 million settlement
with the BPER Group, Parmalat S.p.A. said February 11 that it
reached an agreement with Credito Emiliano S.p.A. settling pending
disputes related to the period prior to the date when the Parmalat
Group was declared insolvent.

According to a statement posted in Parmalat's Web site, Credito
Emiliano has agreed to pay Parmalat a total of EUR10 million, in
exchange for Parmalat abandoning the action to void that it has
filed or could possibly file in the future.

Credito Emiliano has waived the right to demand inclusion among
the liabilities of the companies under extraordinary
administration that are parties to the proposal of composition
with creditors, of the claim arising from the payment made as a
result of the settlement agreement and of any other claims that
may arise from past transactions.

Moreover, Credito Emiliano S.p.A. waived any and all actions or
claims against Parmalat S.p.A., Assumptor of the Composition with
Creditors.

According to Bloomberg News, Parmalat Chief Executive Officer
Enrico Bondi has recovered more than EUR2 billion from dozens of
Italian and international banks after seeking damages or
attempting to "claw back" financing through claims the lenders
helped Parmalat's former managers hide the true state of the
company's finances.  Mr. Bondi, according to the report, has said
banks should have spotted the irregularities that allowed Parmalat
to hide billions of euros of losses from the public before its
collapse in December 2003.

                       About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On Jan.
20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-
10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

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


PEANUT CORP: Product Recall, Salmonella Outbreak Force Bankruptcy
-----------------------------------------------------------------
Peanut Corporation of America filed a Chapter 7 bankruptcy
petition in the U.S. Bankruptcy Court for the Western District of
Virginia on Friday, various reports say.

Peanut Corp. cited the negative economic effects of recent
product recalls, which have been "extremely devastating" to its
financial condition, Reuters relates.

"As you may know, certain recent events have made it necessary for
Peanut Corporation of America to seek protection under the U.S.
Bankruptcy Code.  Effective immediately, all corporate operations
will cease," according to a notice posted on the company's Web
site, http://www.peanutcorp.com/

Any questions regarding the company or the operations of its
affiliates, Plainview Peanut Co., LLC and Tidewater Blanching,
LLC, should be forwarded to Andy Goldstein, the company's
bankruptcy counsel at (540) 343-9800.

Plainview Peanut Company on February 10 suspended operation of its
Texas processing facility while the Texas Department of State
Health Services and the Food and Drug Administration complete
their investigation of the plant's procedures and records of food
safety.  PPC voluntarily took the action to cooperate with the
TDSHS during its food safety investigation.

On January 28, PCA announced it was voluntarily recalling all
peanuts and peanut products processed in its Blakely, Georgia
facility since January 1, 2007 because they have the potential to
be contaminated with Salmonella.

According to Reuters, the Salmonella outbreak traced to one of the
Company's plants led to one of the biggest product recalls in U.S.
history.

The Company said in court documents that it had hired turnaround
firm The Finley Group to initially help it consider Chapter 11
protection, which would have allowed it to reorganize under
bankruptcy protection or try to sell parts of its business as a
going concern, Reuters notes.

Peanut Corp. listed both assets and liabilities in the range of
$1 million to $10 million.  The case is In re: Peanut Corporation
of America, U.S. Bankruptcy Court, Western District of Virginia,
No. 09-60452, according to Reuters.


PFF BANCORP: Putnam Discloses Zero Equity Stake
-----------------------------------------------
Putnam, LLC d/b/a Putnam Investments, Putnam Investment
Management, LLC, and The Putnam Advisory Company, LLC, disclosed
that they ceased to be the beneficial owner of PFF Bancorp Inc.'s
common stock as of January 21, 2009.

PFF Bancorp Inc. -- https://www.pffbank.com -- operates a
community bank provides an array of financial services.

PFF Bancorp, Inc. and its debtor-affiliates files for Chapter 11
protection on Dec. 5, 2008, (Bankr. D. Del. Case No.: 08-13127 to
08-13131) Paul Noble Heath, Esq. at Richards, Layton & Finger PA
represents the Debtor in their restructuring efforts.  Kurtzman
Carson Consultants LLC serves as the Debtors' Claims Agent.  When
they filed for protection from their creditors, the Debtors listed
total assets of $7,779,964 and estimated liabilities of
$131,730,000.


PIETRO SCOTTI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pietro Scotti
        447 Riverside Ave
        Westport, CT 06880

Bankruptcy Case No.: 09-50235

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Zest Cafe & Restaurant, LLC                        09-50193

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Mark Stern, Esq.
                  Mark Stern & Associates
                  P.O. Box 2129
                  Norwalk, CT 06852
                  Tel: (203) 853-2222
                  Fax: (203) 855-9487
                  Email: mark@msternlaw.com

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

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

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

The petition was signed by Pietro Scotti.


PILGRIM'S PRIDE: Posts $228.8 Million 4th Quarter 2008 Net Loss
---------------------------------------------------------------
Pilgrim's Pride Corporation, for the quarter ending December 27,
2008, reported a net loss of $228.8 million, or $3.09 per common
share, which included a negative gross margin of $83.4 million.
As of December 27, 2008, the Company's accumulated deficit
aggregated $545.9 million.

During the first quarter of 2009, the Company used $112.0 million
of cash in operations.  At December 27, 2008, the company had
cash and cash equivalents totaling $32.6 million.  In addition,
the Company incurred reorganization costs of $13.3 million in the
first quarter of 2009.  These costs included (i) financing fees
associated with the DIP Credit Agreement, (ii) professional fees
charged for postpetition reorganization services, and (iii) fees
related to the termination of the Company's Amended and Restated
Receivables Purchase Agreement dated September 26, 2008.

Richard A. Cogdill, the company's chief financial and accounting
officer, explained that Pilgrim's Pride continued to face an
extremely challenging business environment in the quarter ending
December 27, 2008, for several reasons, including:

  (a) volatility of market prices for feed ingredients, which
      decreased in the first quarter of 2009 after reaching
      unprecedented levels in the last half of 2008;

  (b) the company's agreement, pursuant to a covenant in the DIP
      Credit Agreement, not to enter into any hedging
      arrangements or other derivative financial instruments
      without the prior written approval of lenders holding more
      than 50% of the commitments under the DIP Credit
      Agreement; and

  (c) the unimproved low historic levels of market prices for
      chicken products.

In light of these, Mr. Cogdill said there is substantial doubt
about the Company's ability to continue as a going concern.

According to Mr. Cogdill, the Consolidated Financial Statements
accompanying Pilgrim's Pride's Form 10-Q for the quarter ended
December 27, 2008, do not include any adjustments related to the
recoverability and classification of recorded assets or the
amounts and classification of liabilities or any other
adjustments that might be necessary should the Company be unable
to continue as a going concern.

The Company's ability to continue as a going concern is dependent
upon its ability to return to historic levels of profitability
and, in the near term, restructure its obligations in a manner
that allows it to obtain confirmation of a plan of reorganization
by the Bankruptcy Court, Mr. Cogdill stated.

Management, Mr. Cogdill added, is addressing the Company's
ability to return to profitability by conducting profitability
reviews at certain facilities in an effort to reduce
inefficiencies and manufacturing costs.

During the first quarter of 2009, the Company reduced headcount
by 265 non-production employees.  The Company also announced that
it would reduce production capacity at a certain production
complex in the second quarter of 2009 by eliminating a work
shift; the action will result in a headcount reduction of 505
production employees.

During 2008, the Company reduced production capacity by closing
two production complexes and consolidating operations at a third
production complex into its other facilities.  These actions
resulted in a headcount reduction of 2,300 production employees.

On November 7, 2008, the Board of Directors appointed a Chief
Restructuring Officer for the Company.  The appointment of a CRO
was a requirement included in the waivers received from the
Company's lenders on October 27, 2008.  The CRO will assist the
Company with cost reduction initiatives, restructuring plans
development and long-term liquidity improvement.  The CRO reports
to the Board of Directors of the Company.

To emerge from bankruptcy, Mr. Cogdill said Pilgrim's Pride will
need to obtain alternative financing to replace the DIP Credit
Agreement and to satisfy the secured claims of its prepetition
creditors.

A full-text copy of Pilgrim's Pride's 2009 First Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission is
available for free at:

               http://ResearchArchives.com/t/s?3983

                   Pilgrim's Pride Corporation
              Consolidated Unaudited Balance Sheets
                    As of December 27, 2008

                              ASSETS

Cash and cash equivalents                           $32,645,000
Restricted cash and cash equivalents                  6,667,000
Investment in available-for-sale- securities          7,470,000
Trade, accountants and other receivables            355,256,000
Inventories                                         796,039,000
Income taxes receivable                              22,196,000
Current deferred income taxes                        76,900,000
Prepaid expenses and other current assets            54,952,000
Assets held for sale                                 17,400,000
Current assets of discontinued business                 938,000
                                                 --------------
Total current assets                              1,370,463,000

Investment in available-for-sale securities          57,202,000
Other assets                                         77,103,000
Identified intangible assets, net                    64,817,000
Property, plant and equipment, net                1,645,518,000
                                                 --------------
Total other assets                                1,844,640,000
                                                 --------------
Total assets                                     $3,215,103,000
                                                 ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities not subject to compromise:
Accounts payable                                   $213,040,000
Accrued expenses                                    296,598,000
Short-term notes payable                            101,192,000
Current maturities of long-term debts                         -
Current liabilities of discontinued business          1,852,000
                                                 --------------
Total current liabilities                           612,682,000

Long-term debt, less current maturities              41,520,000
deferred income taxes                                98,510,000
Other long-term liabilities                          85,961,000
                                                 --------------
                                                   225,991,000
                                                 --------------
Liabilities not subject to compromise               838,673,000

Liabilities subject to compromise                 2,253,391,000

Common stock                                            740,000
Additional paid-in capital                          646,824,000
Accumulated deficit                                (545,862,000)
Accumulated other comprehensive income               21,337,000
                                                 --------------
Total stockholders' equity                          123,039,000
                                                 --------------
Total liabilities and stockholders' equity       $3,215,103,000
                                                 ==============


                  Pilgrim's Pride Corporation
         Consolidated Unaudited Statement of Operations
              Three Months Ended December 27, 2008

Net sales                                        $1,876,991,000
Cost of sales                                     1,960,373,000
                                                 --------------
Gross profit (loss)                                 (83,382,000)

Other expenses:
Interest expense                                    39,569,000
Interest income                                       (531,000)
Miscellaneous, net                                  (1,451,000)
                                                 --------------
Total other expenses (income)                        37,587,000

Loss from continuing operations before
  reorganization items and income taxes            (215,828,000)
Reorganization items                                 13,250,000
                                                 --------------

Loss from continuing operations
  before income taxes                              (229,078,000)
Income tax expense                                      278,000
                                                 --------------
Loss from continuing operations                    (229,356,000)

Income from operations of discontinued
  business, net of tax                                  574,000
                                                 --------------
Net loss                                          ($228,782,000)
                                                 ==============


                  Pilgrim's Pride Corporation
          Consolidated Unaudited Statement of Cash Flows
            For Three Months Ended December 27, 2008

Cash flows from operating operations:
Net loss                                          ($228,782,000)

Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization                        60,158,000
Gain on property disposals                              (51,000)
Deferred income tax benefits                                  -
Changes in operating assets and liabilities:
Accounts and other receivables                     (206,069,000)
Inventories                                         267,675,000
Prepaid expenses and other current assets            16,615,000
Account payable and accrued expenses                 (7,352,000)
Income taxes receivable/payable                        (541,000)
Other                                               (14,024,000)
                                                 --------------
Cash used in operating activities                  (112,371,000)

Cash flows from investing activities:
Acquisitions of property, plant and equipment       (29,028,000)
Purchase of investment securities                    (5,629,000)
Proceeds from sale or maturity
  of investment securities                           4,591,000
Change in restricted cash and cash equivalents       (6,667,000)
Proceeds from property disposals                        732,000
                                                 --------------
Cash used in investing activities                   (36,001,000)

Cash flows from financing activities:
Proceeds from short-term notes payable              234,717,000
Payments on short-term notes payable               (133,525,000)
Proceeds from long-term debt                        828,238,000
Payments on long-term debt                         (694,563,000)
Change in outstanding cash
  management and obligations                      (115,305,000)
Other                                                   (98,000)
Cash dividends paid                                           -
                                                 --------------
Cash provided by financing activities               119,464,000

Increase (decrease) in cash and cash equivalents    (28,908,000)
Cash and cash equivalents, beginning of period       61,553,000
                                                 --------------
Cash and cash equivalent, end of period             $32,645,000
                                                 ==============

                 About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Provides Updates on Legal Proceedings
------------------------------------------------------
Pilgrim's Pride Corporation, in its Form 10-Q for the quarter
ended December 27, 2008, provided updates of its pending legal
proceedings:

(1) ERISA Lawsuits

On December 17, 2008, Kenneth Patterson filed lawsuit in the U.S.
District Court for the Eastern District of Texas, Marshall
Division, against Lonnie "Bo" Pilgrim, Lonnie "Ken" Pilgrim,
Clifford E. Butler, J. Clinton Rivers, Richard A. Cogdill, Renee
N. DeBar, Pilgrim's Pride Compensation Committee and other
unnamed defendants.

On January 2, 2009, Denise M. Smalls filed a lawsuit in the U.S.
District Court for the Eastern District of Texas, Marshall
Division, against Bo Pilgrim, Ken Pilgrim, Clifford Butler, J.
Clinton Rivers, Richard Cogdill, Renee DeBar, and the PPC
Compensation Committee and other unnamed defendants.

The Patterson complaint, brought pursuant to Section 502 of the
Employee Retirement Income Security Act of 1974 alleges that the
individual defendants breached fiduciary duties to participants
and beneficiaries of the Pilgrim's Pride Stock Investment Plan,
as administered through the Retirement Savings Plan, and the To-
Ricos, Inc. Employee Savings and Retirement Plan.

The Small complaint and the allegations are similar to those
filed in the Patterson case.

Mr. Patterson and Ms. Smalls separately purports to represent a
class of all persons or entities who were participants in or
beneficiaries of the Plan at any time between May 5, 2008,
through the present and whose accounts held Company stock or
units in Pilgrim's Pride stock.

On January 23, 2009, Mr. Patterson filed a motion to consolidate
into his case the Smalls lawsuit.

Although the Company is not a named defendant in the action, its
bylaws require it to indemnify its current and former directors
and officers from any liabilities and expenses incurred by them
in connection with actions they took in good faith while serving
as an officer or director.  The likelihood of an unfavorable
outcome or the amount or range of any possible loss to the
Company cannot be determined at this time, Richard A. Cogdill,
the company's chief financial and accounting officer, stated.

(2) Securities Lawsuits

On October 29, 2008, Ronald Alcaldo filed a lawsuit in the U.S.
District Court for the Eastern District of Texas, Marshall
Division, against the company, Bo Pilgrim, Ken Pilgrim, J.
Clinton Rivers, Richard Cogdill and Clifford Butler.

The complaint alleges that the Defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, by allegedly
failing to disclose that:

  (a) the Company's hedges to protect it from adverse changes in
      costs were not working and in fact were harming the
      Company's results more than helping;

  (b) the Company's inability to continue to use illegal workers
      would adversely affect its margins;

  (c) the Company's financial results were continuing to
      deteriorate rather than improve, such that the Company's
      capital structure was threatened;

  (d) the Company was in a much worse position than its
      competitors due to its inability to raise prices for
      consumers sufficient to offset cost increases, whereas it
      competitors were able to raise prices to offset higher
      costs affecting the industry; and

  (e) the Company had not made sufficient changes to its
      business to succeed in the more difficult industry
      conditions.

Mr. Alcaldo purports to represent a class of all persons or
entities who acquired the common stock of the Company from May 5,
2008, through September 24, 2008.

The complaint seeks unspecified injunctive relief and an
unspecified amount of damages.

On November 21, 2008, the Defendants filed a Motion to Dismiss
and supporting brief, asserting that Mr. Alcaldo failed to
identify any misleading statements, failed to adequately plead
scienter against any Defendants, failed to adequately plead loss
causation, failed to adequately plead controlling person
liability and, as to the omissions that Mr. Alcaldo alleged the
Defendants did not make, the Defendants alleged that the
omissions were, in fact, disclosed.

Mr. Cogdill says the Company intends to defend vigorously against
the merits of the action.

On November 13, 2008, Chad Howes filed a lawsuit in the U.S.
District Court for the Eastern District of Texas, Marshall
Division, against the Company, Bo Pilgrim, Ken Pilgrim, J.
Clinton Rivers, Richard Cogdill and Clifford Butler.  The
allegations in the Howes complaint are identical to those in the
Alcaldo complaint.  Mr. Cogdill says the defendants have not yet
been served with the Howes complaint.

On December 29, 2008, the Pennsylvania Public Fund Group filed a
Motion to Consolidate the Howes case into the Alcaldo case, and
filed a Motion to be Appointed Lead Plaintiff and for Approval of
Lead Plaintiff's Selection of Lead Counsel and Liaison Counsel.
Also on that date, the Pilgrim's Investor Group, of which Mr.
Alcaldo is part of, filed a Motion to Consolidate the two cases
and a Motion to be Appointed Lead Plaintiff.

The Pilgrim's Investor Group has subsequently filed a Notice of
Non-Opposition to the Pennsylvania Public Fund Group's Motion for
Appointment of Lead Plaintiff.  Mr. Howes did not seek to be
appointed Lead Plaintiff.

(3) Fair Labor Standard Act Actions

The Wage and Hour Division of the US Department of Labor
conducted an industry-wide investigation to ascertain compliance
with various wage and hour issues, including the compensation of
employees for the time spent on activities like donning and
doffing clothing and personal protective equipment.

Due, in part, to the government investigation and the recent US
Supreme Court decision in In re IBP, Inc. v. Alvarez, employees
have brought claims against the Company.

The claims filed against the Company as of February 5, 2009,
include:

  * Juan Garcia, et al. v. Pilgrim's Pride Corporation, a/k/a
    Wampler Foods, Inc., filed in Pennsylvania state court on
    January 27, 2006, and subsequently removed to the US
    District Court for the Eastern District of Pennsylvania;

  * Esperanza Moya, et al. v. Pilgrim's Pride Corporation and
    Maxi Staff, LLC, filed March 23, 2006 in the Eastern
    District of Pennsylvania;

  * Barry Antee, et al. v. Pilgrim's Pride Corporation, filed
    April 20, 2006, in the Eastern District of Texas;

  * Stephania Aaron, et al. v. Pilgrim's Pride Corporation,
    filed August 22, 2006, in the Western District of Arkansas;

  * Salvador Aguilar, et al. v. Pilgrim's Pride Corporation,
    filed August 23, 2006, in the Northern District of Alabama;

  * Benford v. Pilgrim's Pride Corporation, filed November 2,
    2006, in the Northern District of Alabama;

  * Porter v. Pilgrim's Pride Corporation, filed December 7,
    2006, in the Eastern District of Tennessee;

  * Freida Brown, et al v. Pilgrim's Pride Corporation, filed
    March 14, 2007, in the Middle District of Georgia, Athens
    Division;

  * Roy Menser, et al v. Pilgrim?s Pride Corporation filed
    February 28, 2007, in the Western District of Paducah,
    Kentucky;

  * Victor Manuel Hernandez v. Pilgrim's Pride Corporation filed
    January 30, 2007, in the Northern District of Georgia, Rome
    Division;

  * Angela Allen et al v. Pilgrim's Pride Corporation filed
    March 27, 2007, in United States District Court, Middle
    District of Georgia, Athens Division;

  * Daisy Hammond and Felicia Pope v. Pilgrim's Pride
    Corporation, in the Gainesville Division, Northern District
    of Georgia, filed on June 6, 2007;

  * Gary Price v. Pilgrim?s Pride Corporation, in the US
    District Court for the Northern District of Georgia, Atlanta
    Division, filed on May 21, 2007;

  * Kristin Roebuck et al v. Pilgrim?s Pride Corporation, in the
    US District Court, Athens, Georgia, Middle District, filed
    on May 23, 2007; and

  * Elaine Chao v. Pilgrim?s Pride Corporation, in the US
    District Court, Dallas, Texas, Northern District, filed on
    August 6, 2007.

The employees generally purport to bring a collective action for
unpaid wages, unpaid overtime wages, liquidated damages, costs,
attorneys' fees, and declaratory or injunctive relief and
generally allege that they are not paid for the time it takes to
either clear security, walk to their respective workstations, don
and doff protective clothing, and sanitize clothing and
equipment.

The presiding judge in the consolidated action in El Dorado
issued an initial Case Management order on July 9, 2007.  As of
October 2, 2008, about 12,605 employees have opted into the
class.

As of February 5, 2009, these lawsuits have been filed against
Gold Kist, now merged into Pilgrim's Pride Corporation, asserting
claims for unpaid wages:

  * Merrell v. Gold Kist, Inc., in the US District Court for the
    Northern District of Georgia, Gainesville Division, filed on
    December 21, 2006;

  * Harris v. Gold Kist, Inc., in the US District Court for the
    Northern District of Georgia, Newnan Division, filed on
    December 21, 2006;

  * Blanke v. Gold Kist, Inc., in the US District Court for the
    Southern District of Georgia, Waycross Division, filed on
    December 21, 2006;

  * Clarke v. Gold Kist, Inc., in the US District Court for the
    Middle District of Georgia, Athens Division, filed on
    December 21, 2006;

  * Atchison v. Gold Kist, Inc., in the US District Court for
    the Northern District of Alabama, Middle Division, filed on
    October 3, 2006;

  * Carlisle v. Gold Kist, Inc., in the US District Court for
    the Northern District of Alabama, Middle Division, filed on
    October 2, 2006;

  * Benbow v. Gold Kist, Inc., in the US District Court for the
    District of South Carolina, Columbia Division, filed on
    October 2, 2006; and

  * Bonds v. Gold Kist, Inc., in the US District Court for the
    Northern District of Alabama, Northwestern Division, filed
    on October 2, 2006.

On April 23, 2007, Pilgrim's filed a Motion to Transfer and
Consolidate with the Judicial Panel on Multidistrict Litigation
requesting that all of the pending Gold Kist cases be
consolidated into one case.

Pilgrim's, however, withdrew its Motion to Transfer subject to
the employees' counsel's agreement to consolidate the seven
separate actions into the pending Benbow case.

As of February 5, 2009, there are about 3,006 named plaintiffs
and opt-in plaintiffs in the consolidated cases.  The Company and
Plaintiffs have jointly requested the Court to remove 367 opt-in
plaintiffs because they do not fall within the class definition.

                 About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Seeks March 2, 2009 Extension of Removal Period
----------------------------------------------------------------
Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth
the time periods for filing notices to remove claims or causes of
action.  Specifically, Rule 9027(a)(2) provides that if the claim
or cause of action in a civil action is pending when a case under
the Bankruptcy Code is commenced, a notice of removal may be
filed only within the longest of:

(a) 90 days after the order for relief in the case under the
     Bankruptcy Code,

(b) 30 days after entry of an order terminating a stay, if the
     claim or cause of action in a civil action has been stayed
     under Section 362 of the Bankruptcy Code, or

(c) 30 days after a trustee qualifies in a Chapter 11
     reorganization case but not later than 180 days after the
     order for relief.

Accordingly, pursuant to Rule 9027(a)(2), Pilgrim's Pride
Corporation and its affiliates must file removal notices with
respect to any pending civil actions or proceedings that have not
been stayed by March 2, 2009.  Rule 9006, however, permits
bankruptcy courts to extend the Removal Period for cause.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, relates that since the Petition Date, the Debtors
and their professionals have devoted their time to the critical
tasks of stabilizing their business operations.  As a result, the
Debtors require additional time to complete the task of analyzing
whether any pending Civil Action should be removed to the U.S.
Bankruptcy Court for the Northern District of Texas.

Moreover, Mr. Youngman assets that extension of the Removal
Period will enable the Debtors to complete their review of the
Civil Actions and file notices of removal where appropriate.

Absent the requested enlargement of the Removal Period, the
Debtors will not be able to complete the review adequately, and
the result could unnecessarily hinder their ability to prosecute
successfully their Chapter 11 cases, Mr. Youngman contends.

For these reasons, the Debtors ask Judge D. Michael Lynn of the
U.S. Bankruptcy Court for the Northern District of Texas to
extend the Removal Period until the date an order is entered
confirming any Chapter 11 plan in the Debtors' bankruptcy cases.

A hearing on the Debtors' request will be held on February 24,
2009.  The Court granted the Debtors' request for an expedited
hearing on the motion.

                 About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Tussles with U.S. Trustee on Consulting Deals
--------------------------------------------------------------
Judge Michael D. Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas deferred entering an order on the
request of Pilgrim's Pride Corp. to enter into consulting
agreements with J. Clinton Rivers, the Debtors' former chief
executive officer, and Robert A. Wright, the Debtors' chief
operation officer.  The Court asked the U.S. Trustee for Region 6
and the Debtors to submit post-trial briefs in support of their
stand regarding the request.

The Court conducted a trial on the request on February 3, 2009.
During the trial, the Debtors' chief restructuring officer,
William Snyder, testified.  The post-trial briefs are intended to
address whether the Debtors may be authorized to expend estate
funds to purchase a non-compete agreement under Section 363(b) of
the Bankruptcy Code.  The Canadian Press related that Judge Lynn
expressed dislike over the Consulting Agreements, which prompted
him to order the submission of the post-trial briefs.

The U.S. Trustee has objected to the request, arguing that the
consulting agreements are key employee retention agreements
and should be properly governed by Section 503(c)(1).

In its post-trial brief, the U.S. Trustee maintains that the
Court cannot approve the Consulting Agreements as non-compete
agreements that are a proper exercise of the Debtors' business
judgment pointing out that:

  (1) payments for the non-compete and non-solicitation
      covenants should be viewed as termination payments subject
      to the Section 503(c)(2) cap;

  (2) assuming that the Court evaluates the issue under
      Section 363, spending an additional $490,000 for three to
      four month non-competition and non-solicitation covenants
      is not a proper exercise of business judgment because
      courts would enforce the three year non-disclosure
      covenants in the Rivers and Wright Separations Agreements
      more readily than a non-compete or non-solicitation
      covenant; and

  (3) recasting the Consulting Agreements as non-compete
      agreements subject to the business judgment test violates
      procedural due process.

On behalf of the U.S. Trustee, Lisa L. Lambert, Esq., trial
attorney, in Dallas, Texas, points out that the Debtors, during
the trial, conceded that the Consulting Agreements were not
entered in the ordinary course of business, and the evidences
establishes that Messrs. Rivers and Wright are not actually
consulting.

Ms. Lambert argues that it is illogical and unnecessary to pay
$490,000 for three to four months coverage under a difficult to
enforce non-compete or non-solicitation covenant when the Debtors
already have paid $286,000 to purchase a more readily enforceable
non-disclosure covenant in their Severance Agreements with
Messrs. Rivers and Wright.

The Debtors, in their post-trial brief, maintain that the
Consulting Agreements will add value to the Debtors' estates by
securing the consulting and advisory services of Messrs. Rivers
and Wright and by preventing the former executives from competing
with the Debtors during the transitional period.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas, Texas, on behalf of the Debtors, asserts that the Debtors
will gain valuable consideration from the Consulting Agreements
in the form of insulation of the Debtors' businesses from
competition by the former executives and the value conferred by
their services.

In light of these benefits, the Consulting Agreements, entered
into in good faith, with due care, and at arm's-length, readily
constitute a sound exercise of business judgment, Mr. Sosland
asserts.  He notes that no creditor, equity security holder or
other party with an economic stake in the Debtors has challenged
the Debtors' business judgment or objected to the Motion on any
grounds.

The Debtors, accordingly, pursuant to Section 363(b), maintain
that the Court should grant the Motion and authorize the Debtors
to enter into the Consulting Agreements.

The U.S. Trustee insists that the Debtors' motion should not be
approved.

                 About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PINNACLE BANK: Oregon Regulators Appoint FDIC as Receiver
---------------------------------------------------------
Pinnacle Bank, based in Beaverton, Oregon, was closed on Fri.,
Feb. 13, 2009, by the Oregon Division of Finance and Corporate
Securities, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Washington Trust Bank, based in Spokane, Washington, to assume all
of the deposits of Pinnacle Bank.

Due to the observance of Presidents' Day on Mon., Feb. 16, 2009,
Pinnacle Bank's sole office will reopen as a branch of Washington
Trust Bank on Tues., Feb. 17, 2009.  Depositors of Pinnacle Bank
will automatically become depositors of Washington Trust Bank.
Deposits will continue to be insured by the FDIC

As of December 31, 2008, Pinnacle Bank had total assets of
approximately $73 million and total deposits of $64 million.  In
addition to assuming all of the deposits of the failed bank,
including those from brokers, Washington Trust Bank agreed to
purchase approximately $72 million in assets at a discount of
$7.6 million.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and Washington Trust Bank entered into a loss-share
transaction.  Washington Trust Bank will share in the losses on
approximately $66 million in assets covered under the agreement.
The loss-sharing arrangement is projected to maximize returns on
the assets covered by keeping them in the private sector.  The
agreement also is expected to minimize disruptions for loan
customers as they will maintain a banking relationship.

Additional information about this bank failure is available on the
FDIC's Web site at

    http://www.fdic.gov/bank/individual/failed/pinnacle.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $12.1 million.  Washington Trust Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's
Deposit Insurance Fund compared to alternatives.  Pinnacle Bank is
the thirteenth FDIC-insured institution to fail in the nation this
year, and the first in Oregon since Far West, Federal Savings
Bank, Portland, was closed on May 23, 1991.


PINNACLE HOSPITALITY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Pinnacle Hospitality, Inc.
        11360 U.S. Highway One
        Palm Beach Gardens, FL 33408

Bankruptcy Case No.: 09-12369

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Charles I. Cohen, Esq.
                  2255 Glades Rd. #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Email: pmouton@furrcohen.com

Total Assets: $8,612,631

Total Debts: $8,441,281

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

            http://bankrupt.com/misc/flsb09-12369.pdf

The petition was signed by James F. Geiger, President of the
company.


PLIANT CORP: Can Access $25 Mil. BoNY Facility on Interim
---------------------------------------------------------
The Hon. Brendan L. Shannon the United States Bankruptcy Court for
the District of Delaware authorized Pliant Corporation and its
debtor-affiliates to access, on an interim basis, $25 million in
postpetition financing under a debtor-in-possession agreement
dated Feb. 10, 2009, with a syndicate of financial institutions
that include The Bank of New York Mellon, as administrative agent;
and DDJ Capital Management LLC, WCP LP, WCIP LP, WCOP Ltd., and
Wayzata Opportunities Fund, as lenders.

The Debtors and BoNY are parties to an indenture dated June 14,
2007, wherein the Debtors issued $24 million in 18% senior
subordinated notes guaranteed by Pliant Corporation International,
Pliant Film Products of Mexico Inc., Pliant Packaging of Canada,
Uniplast Inc. and Uniplast US. Inc.  As of their bankruptcy
filing, the Debtors owe $26.3 million to the bank.  The
obligations under the subordinated notes indenture are unsecured.

The ad hoc committee of certain holders of 11-1/8% senior secured
notes due 2009 objects the Debtors' request to obtain financing
arguing that the proposed DIP facility should not be approved
because it violates the intercreditor agreement dated Feb. 17,
2004.  The financing, according to the committee, is in the best
interest of on creditor, the Debtors' first lien noteholders.
Furthermore, the committee said the Debtors and noteholders have
hold back information from other parties-in-interest citing the
Debtors' failure to disclose the lock-up agreement with certain of
the noteholders and any restructuring milestones, among other
things.

Accordingly, the committee asks the Court to direct the Debtors
provide a complete adequate protection package to the second lien
committee and other holders of second lien notes.

Proceeds of the loans will be used to fund working capital and
other general corporate needs and pay the Chapter 11 and CCAA
expenses including professional fees.  In addition, the Debtors
provided a budget, wherein they plan to use any funds advanced
during the interim period under the commitment to pay:

    i) payroll expenses;

   ii) post-petition trade amounts;

  iii) DIP financing costs and interest;

   iv) various prepetition claims that are subject of other
       motions filed concurrently, as authorized by this Court;
       and

    v) working capital and other general corporate purposes.

Salient terms of the debtor-in-possession agreement are:

Borrowers:                 Pliant Corporation

Guarantors:                Pliant Packaging of Canada LLC and
                           Uniplast Industries Co.

DIP Agent:                 The Bank ofNew York Mellon

DIP Lenders:               DDJ Capital Management LLC, WCP L.P.,
                           WCIP L.P., WCOP Ltd., and Wayzata
                           Opportunities Fund II L.P.

DIP Facility:              A non-amortizing multiple draw
                           superpriority secured term loan
                           facility in an aggregate principal
                           amount not to exceed $75,000,000.

                           No portion of the commitment will be
                           available prior to the closing date
                           and the Court's entry of the interim
                           order.  The loans under the DIP
                           facility may be incurred during the
                           availability period as follows:

                             i) an initial drawing upon the entry
                                of the Interim Order in an
                                aggregate principal amount of
                                $25,000,000; and

                            ii) upon entry of the final order (a)
                                up to three additional drawings
                                upon five business days prior
                                written notice, each in a
                                principal amount not less than
                                $5,000,000 and, in the aggregate
                                for such three  drawings, a
                                principal amount not to exceed
                                $25,000,000, and

                           iii) subject to the satisfaction of
                                the foreign debt draw conditions,
                                a drawing upon not less than five
                                business days prior written
                                notice, in a principal amount not
                                to exceed $25,000,000.

Closing Date.              February 17,2009.

Maturity:                  All obligations under the DIP
                           facility will be due and payable on
                           the earliest of

                             i) the nine-month anniversary of the
                                 closing date;

                            ii) the effective date of a plan,

                           iii) if the final order has not been
                                entered, the date that is 45 days
                                after the Debtors' bankruptcy
                                filing, and

                            iv) the acceleration of the Loans
                                and the termination of the
                                commitments upon the occurrence
                                of an event of default.

Interest:                  The applicable margin plus the
                           higher of (x) the rate that the
                           administrative agent announces from
                           time to time as its prime lending rate
                           and (y) 1/2 of 1% in excess of the
                           overnight federal funds rate, payable
                           monthly in arrears; provided, however,
                           that in no event shall the Base Rate
                           at any time be less than 5.00%; or

                           The applicable margin plus the
                           current LIBOR rate as quoted by the
                           administrative agent, adjusted for
                           reserve requirements, if any, and
                           subject to customary change of
                           circumstance provisions, for interest
                           periods of one, two, three or six
                           months, payable at the end of the
                           relevant interest period, but in any
                           event at least quarterly; provided,
                           however, that in no event shall the
                           LIBOR Rate at any time be less than
                           4.00%.

                           Applicable Margin means a rate per
                           annum equal to (x) 11.00%, in the case
                           of Base Rate Loans, and (y) 12.00%, in
                           the case of LIBOR Rate Loans.

                           Interest will be calculated on the
                           basis of the actual number of days
                           elapsed in a 360 day year.

Default Interest.          Loans will bear interest at an
                           additional 2.00% per annum.

The DIP facility is subject to a $3,000,000 carve-out to pay any
unpaid fees and expenses incurred by professionals retained by the
Debtors or any statutory committee.

To secure their DIP obligations, the lenders will be granted
superpriority administrative expense claims status over any and
all administrative expenses against the Debtors.

The DIP agreement contains customary and appropriate events of
default.

A hearing is set for March 11, 2009 at 9:30 a.m. at 824 Market
St., 5th Floor, Courtroom #4 in Wilmington, Delaware. Objections,
if any, are due March 4, 2009.

A full-text copy of the Debtors' debtor-in-possession agreement is
available for free at: http://ResearchArchives.com/t/s?3972

A full-text copy of the Debtors' debtor-in-possession budget is
available for free at: http://ResearchArchives.com/t/s?3973

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany and Mexico.  The Debtor and 10 of its affiliates
filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del.
Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin
LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Debtors tapped McMillan Binch
Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept.
30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts. The Debtors emerged from chapter 11
protection on July 19, 2006.

                             *   *   *

As reported by the Troubled Company Reporter on Oct 20, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Pliant to 'CCC' from 'B-'.  At the same time, Standard &
Poor's lowered the issue rating on the company's first-lien senior
secured notes to 'CCC-' from 'B-' and the second-lien secured
notes to 'CC' from 'CCC'.  "The downgrade reflects heightened
concerns regarding Pliant's ability to refinance pending debt
maturities during the next few months," said Standard & Poor's
credit analyst Ket Gondhan, "particularly given the company's
highly leveraged financial profile and challenging credit market
conditions."


PLIANT CORP: Moody's Cuts Rating to 'Ca' on Ch. 11 Filing
---------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating of Pliant Corporation to D from Caa2 and the Corporate
Family Rating to Ca from Caa2. Other instrument ratings are
detailed below. The downgrades follow the company's announcement
on February 11, 2009 that it filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy code.
Moody's will withdraw all of Pliant's ratings shortly.

Moody's took these rating actions:

  -- Downgraded $370 million senior secured 1st lien 11.85% PIK
     notes due 6/15/09 to Ca (LGD 4, 59%) from Caa1 (LGD3, 40%)

  -- Downgraded $7.8 million senior secured 1st lien 11.35% notes
     due 6/15/09, to Ca (LGD 4, 59%) from Caa1 (LGD3, 40%)

  -- Downgraded $250 million senior secured 2nd lien 11.125%
     notes due 9/1/09, to C (LGD 5, 89%) from Caa3 (LGD 5, 79%)

  -- Downgraded Corporate Family Rating to Ca from Caa2

  -- Downgraded Probability of Default Rating to D from Caa2

  -- Affirmed Speculative Grade Liquidity Rating of SGL-4

The outlook was changed to stable from negative.

The downgrade of the PDR to D reflects the company's formal
bankruptcy filing, which Moody's classifies as a "default" event,
consistent with the "D" Probability of Default rating.  The filing
includes Pliant's US and Canadian operations, but not it's
European, Latin American or Australian operations.  The US
operation accounts for over 80% of revenue.  The company advised
that its "pre-negotiated" financial restructuring plan will
eliminate all of its high-yield debt if approved.  As of September
30, 2008, the company had approximately $380 million outstanding
on its senior secured first lien notes, $250 million on its senior
secured second lien notes, $24 million on its senior subordinated
notes, and $173 million on its asset based revolving credit
facility (not rated by Moody's).  Under the proposed
reorganization plan, the revolving credit facility would be repaid
in full.  The reorganization plan would grant all the new stock to
the senior secured first lien note holders.  Other creditors would
receive warrants to buy new stock.  Purportedly, approximately
two-thirds of the senior secured first lien note holders support
the plan. Pliant also advised it had arranged access to $75
million in interim financing.  Further details of the filing plan
or financing were not disclosed.


PLIANT CORP: Chapter 11 Protection Filing Cues S&P's 'D' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Schaumburg, Illinois-based Pliant Corp. to 'D'
from 'CCC'.

At the same time, Standard & Poor's lowered its issue rating on
the company's first-lien senior secured notes to 'D' from 'CCC-'
with a recovery rating of '5', reflecting S&P's expectation that
the first-lien noteholders are likely to realize modest (10% to
30%) recovery.  S&P also lowered the issue rating on the second-
lien senior secured notes to 'D' from 'CC' with a recovery rating
of '6', indicating S&P's expectation for negligible (0% to 10%)
recovery.

"The downgrades follow Pliant's Feb. 11 announcement that it filed
for Chapter 11 protection with the U.S. Bankruptcy Court in the
District of Delaware.  The bankruptcy filing comes as the company
faced substantial debt maturities due in 2009," said Standard &
Poor's credit analyst Ket Gondha.

The company has also filed a reorganization plan based on a pre-
petition compromise and lockup agreement with first-lien
noteholders to exchange first-lien notes for all of the equity in
the reorganized entity.  To the extent second-lien noteholders,
senior subordinated noteholders, and general unsecured claimants
vote to accept the plan, they will receive a pro rata distribution
of new warrants.  As of the filing, Pliant owed about $393 million
on its senior secured first-lien notes and $262 million on its
senior secured second-lien notes.  The company had emerged from a
previous Chapter 11 filing in July 2006.

With annual revenues of about $1.1 billion, Pliant is primarily a
U.S. producer of extruded film and flexible-packaging products for
food, personal care, medical, industrial, and agricultural
markets.  Major products include films for sale to converters of
flexible packaging; stretch films used to bundle and protect
palletized loads during shipping and storage; PVC films used by
supermarkets to wrap meat, cheese, and produce; printed rollstock
bags and sheets used to package food and consumer products; and
personal care, agricultural, and medical films.  The company also
has operations in Canada, Mexico, Germany, and Australia, which
account for about 22% of sales.


PM LIQUIDATING: R. Rajaratnam & Galleon Management Has Zero Stake
-----------------------------------------------------------------
Raj Rajaratnam and Galleon Management, L.P., disclosed that they
have ceased to be a beneficial owner of PM Liquidating Corp.'s
common stock as of February 13, 2009.

Headquartered in Norcross, Georgia, ProxyMed Inc. f/k/a MedUnite,
Inc. -- http://www.medavanthealth.com-- facilitates the exchange
of medical claim and clinical information.  On Sept. 17, 2008, the
company filed Articles of Amendment to its Articles of
Incorporation to change its name from ProxyMed, Inc. to PM
Liquidating Corp.

The company and two of its affiliates filed for Chapter 11
protection on July 23, 2008 (Bankr. D. Del. Lead Case No.08-
11551).  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at
Young Conaway Stargatt & Taylor, L.L.P., represent the Debtors in
their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.

At Aug. 31, 2008, the company reported total assets of
$13,500,145, total liabilities of $28,014,859, and stockholders'
deficit of $14,514,714.


POLAROID CORP: Assets Undervalued in Sale, Sovereign Bancorp Says
-----------------------------------------------------------------
Trademarks of Polaroid Corp. were significantly undervalued in a
deal to sell its assets, including its brand name, to PHC
Acquisitions, LLC, an affiliate of Genii Capital, S.A., Reuters
reports, citing Sovereign Bancorp.

As reported by the Troubled Company Reporter on January 30, 2009,
Polaroid Holding Company entered into a "stalking horse" Asset
Purchase Agreement with PHC Acquisitions.  Under the terms of the
agreement, PHC Acquisitions would acquire certain of the company's
assets including, but not limited to, all of Polaroid's
intellectual property rights and the "Polaroid" name and brand.

According to Reuters, the auction will be held in March.

Reuters relates that Sovereign Bancorp said in a filing with the
U.S. Bankruptcy Court for the District of Delaware last week that
the "mid-range value" of the Polaroid trademarks is $300 million.
According to court documents, Sovereign Bancorp said that it
objects "to what appears to be substantially inadequate
consideration for the Polaroid Trademarks, which it believes have
a value far in excess of the Proposed Purchase Price."

Sovereign Bancorp said that Acorn Capital is a secured creditor of
Polaroid Corp., owed about $273 million, court documents state.
Acorn Capital had borrowed funds from Sovereign Bancorp and is in
default on that loan, according to court documents.  Sovereign
Bancorp, which was seeking to recover money on that loan, said
that it was an interested party in the proceedings, Reuters
relates.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


POTTERY PLUS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pottery Plus, Inc.
        5744 Market St.
        Wilmington, NC 28403

Bankruptcy Case No.: 09-01064

Chapter 11 Petition Date: February 11, 2009

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

Judge: J. Rich Leonard

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

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

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

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

            http://bankrupt.com/misc/nceb09-01064.pdf

The petition was signed by Martin A. Miller, President of the
company.


PPC INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PPC Investments LLC
        P.O. Box 70702
        Tucson, AZ 85737

Bankruptcy Case No.: 09-02484

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Saguaro Guest Ranch Management Corporation         09-02489
Saguaro Ranch Development Corporation              09-02490
Saguaro Ranch Investment LLC                       09-02492
Saguaro Ranch Real ESTATE CORPORATION              09-02494

Chapter 11 Petition Date: February 13, 2009

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  eric@ericslocumsparkspc.com
                  Eric Slocum Sparks PC
                  110 S. Church Avenue #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $ 147,057,805

Total Debts: $ 38,389,554

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sally Gerber                   an Eighth         $2,400,000
as the Indenture               Amendment to and
Trustee of the Sally           Restatement of
Gerber Phinny Living           Trust Agr. dated
Trust under                    2/28/97 Notes #1/
P.O. Box 70205                 Notes #2
Tucson, AZ 85737

Stephen D. Phinny                                $1,289,583
P.O. Box 70205
Tucson, AZ 85737

Katherin Taylor Phinny                           $200,000
P.O. Box 70205
Tucson, AZ 85737

Joe F. Tarver                                    $149,680

Keller & Hickey                                  $140,152

Linthicum Corporation          site preparation  $137,297

Mechanical Maintenance, Inc.   HVAC              $136,047

Three Architects                                 $135,419

Rick Engineering Co.                             $117,371

Natural Rock Sculpture LLC                       $115,610

Spark Design, LLC                                $97,610

National City                                    $96,402

Racy Associates                                  $90,000

Contech Bridge Solutions Inc.                    $84,265

William Romancho                                 $78,846

Earhart Equipment Corp.                          $70,590

Arizona Restaurant Supply      restaurant        $65,215
                               equipment

Natawa Corporation                               $61,645

Compass Bank                                     $59,852

Hyatt Studio                                     $43,560

The petition was signed by Stephen D. Phinny, president and chief
executive officer.


PRINCETON OFFICE: Plan Filing Period Extended to May 7, 2009
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
to May 7, 2009, Princeton Office Park, L.P.'s exclusive period to
file a plan of reorganization and its exclusive to solicit
acceptances of said plan through and including July 6, 2009.  This
is the first extension of the Debtors' exclusive periods.

The Debtor related to the Court that it is preparing its proposed
plan of reorganization and it intends to file the same in short
order.  The plan will provide for payment of all creditors over a
four-year period, possibly with interest.

The Debtor added that it anticipates objecting to the claim of
Plymouth Park (for unpaid real estate taxes in excess of
$1,700,000), and that a resolution of the claim may be required
prior to the Debtor's proceeding with a plan.

The Debtor related to the Court that the extension will not
prejudice any of its creditors since its property is worth
$25 million, which is far in excess of total claims of its
creditors.

Headquartered in Morristown, New Jersey, Princeton Office Park, LP
is a real estate development company.  The assets of the company
consist of approximately 220,000 square feet of building on 37
acres located at 4100 Quakerbridge Road, Township of Lawrence,
Mercer County, New Jersey.  The property has been re-zoned for
multi-family residental use at 10 units per acre or 370 units.
The company filed for Chapter 11 protection on Sept. 9, 2008
(Bankr. D. N.J. Case No. 08-27149).  Melissa A. Pena, at Norris,
McLauglin & Marcus, in New York, and Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus PA, in Somerville, New Jersey,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $25,000,000 and total debts of $2,517,370.


PRO STAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Pro Stage West, Inc.
        6705 S. Eastern Avenue
        Las Vegas, NV 89119

Bankruptcy Case No.: 09-11710

Type of Business: The Debtor is in the event production business.

Chapter 11 Petition Date: February 9, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Jeanette E. Mcpherson, Esq.
                  2850 S. Jones Blvd., #1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Email: jmcpherson@s-mlaw.com

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

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

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

            http://bankrupt.com/misc/azb09-00557.pdf

The petition was signed by Blake Ferry, President of the company.


PROVIDENCE SERVICE: Moody's Retains 'B2' Corporate Ratings Review
-----------------------------------------------------------------
Moody's Investors Service downgraded Providence Service
Corporation's speculative grade liquidity rating to SGL-4 from
SGL-2 reflecting Moody's belief that PRSC's covenant compliance is
less certain under its existing credit agreement.  The B2
corporate family and probability of default ratings remain under
review for possible downgrade in light of PRSC's current focus on
strategic options that include reducing debt, growing its core
social services business and the possible sale of its LogistiCare
business.

The SGL-4 rating reflects Moody's view that the company's
liquidity profile is weakened by the step-down of covenants
beginning in December of 2008.  Further, Moody's believes that
margin compression, driven by high utilization rates and budgetary
issues at certain of its payer states, continue to pressure
earnings as well as PRSC's ability to satisfy existing covenants.
Moody's liquidity concerns could be alleviated in the near term
through an amendment to its credit agreement that enhances
covenant headroom and/or through the sale of its LogistiCare
business that results in meaningful cash generation and debt
reduction.

As part of its review for possible downgrade on the long term
ratings of PRSC, Moody's will focus on the company's potential
sale of the LogistiCare business and the de-leveraging effect, if
any, such a transaction would have on PRSC's capital structure.
In addition, Moody's will review the key operational challenges
facing PRSC, the consent solicitation and proposed changes to
PRSC's bylaws initiated by its largest shareholder, which was
unanimously opposed by the Board of PRSC, and assess the company's
ability to stabilize its liquidity profile.  While Moody's expects
increasing Medicaid enrollment trends and positive cash flow
generation to support the rating, stabilization is viewed as
unlikely for PRSC without a meaningful reduction in debt and
improvement in its liquidity profile.

This rating was downgraded:

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-2

These ratings remain on review for possible downgrade:

  -- Corporate Family Rating of B2;

  -- Probability of Default Rating of B2;

  -- Senior Secured Revolving Credit Facility of B1 (LGD3, 37%);
     and

  -- Senior Secured Term Loan of B1 (LGD3, 37%).

Moody's previous rating action on PRSC was the October 24, 2008
action that placed the long term ratings on review for possible
downgrade.

PRSC's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i)
scale, diversity and competitive position, ii) revenue
concentration and Medicaid enrollment trends iii) cost structure
and profitability and iv) financial policies, including liquidity
and acquisition risk. These attributes were compared against other
issuers both within and outside of PRSC's core industry and PRSC's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Providence Service Corporation, through its owned and managed
entities, provides home and community based social services and
non-emergency transportation services management to government
sponsored clients under programs such as welfare, juvenile
justice, Medicaid and corrections.  The Tucson, Arizona based
company generated revenues of $612 million for the twelve months
ending September 30, 2008.


RAGGED POINT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ragged Point RD, LLC
        P.O. Box 6306
        Baltimore, MD 21230

Bankruptcy Case No.: 09-12087

Chapter 11 Petition Date: February 10, 2009

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

Judge: Duncan W. Keir

Debtor's Counsel: Jeffrey Charlow, Esq.
                  409 Washington Avenue, Suite 1005
                  Towson, MD 21204
                  Tel: (410) 337-9004

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

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

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

            http://bankrupt.com/misc/mdb09-12087.pdf

The petition was signed by Alan Piscatelli, Authorized Member of
the company.


RAYMOND KALGREN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Raymond Omar Kalgren
        aka Omar Kalgren
        aka R. Omar Kalgren
        aka Raymond O. Kalgren
        Linda Sue Kalgren
        335 Bob White Dr.
        Crossville, TN 38555

Bankruptcy Case No.: 09-01462

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St. Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $1,282,197

Total Debts: $1,127,763

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

            http://bankrupt.com/misc/tnmb09-01462.pdf

The petition was signed by Raymond Omar Kalgren and Linda Sue
Kalgren.


REMOTEMDX INC: Dec. 31 Balance Sheet Upside Down by $3.7 Million
----------------------------------------------------------------
RemoteMDx Inc. Chief Executive Officer David G. Derrick disclosed
in a regulatory filing dated February 9, 2009, that the Company is
presently unable to finance its business solely from cash flows
from operating activities.  Mr. Derrick said that during the three
months ended December 31, 2008, the Company financed its business
primarily from the issuance debt and sale of common stock for net
proceeds of $1,254,883.

As of December 31, 2008, the Company had unrestricted cash of
$787,686 and working capital deficit of $10,676,839, compared to
unrestricted cash of $2,782,953 and working capital deficit of
$6,822,276 as of September 30, 2008.

During the three months ended December 31, 2008, the Company's
operating activities used cash of $2,687,201, compared to
$1,220,035 of cash used during the three months ended
December 31, 2007.

The Company used cash of $562,949 for investing activities during
the three months ended December 31, 2008 compared to $43,313 of
cash used during the three months ended December 31, 2007.  The
increase of $519,636 resulted primarily from monitoring equipment
purchases of $444,733.

The Company's financing activities during the three months ended
December 31, 2008, provided cash of $1,254,883 compared to
$1,909,881 during the three months ended December 31, 2007. During
the three months ended December 31, 2008, the Company had net
proceeds of $1,139,375 from the issuance of debt, $200,000 from
the issuance of Series A 15% debentures, and $100,000 of cash from
the sale of common stock.  Cash decreased due to $9,428 in net
payments on the related-party line of credit, and $175,064 in
payments on notes payable.  Cash provided by financing activities
was used to fund operating activities and purchase monitoring
equipment.

As of December 31, 2008, the Company's balance sheet showed total
assets of $11,128,647 and total liabilities of $14,840,104.

The Company incurred a net loss of $4,934,159 for the three months
ended December 31, 2008. As of December 31, 2008, the Company had
stockholders' deficit of $3,711,457 and an accumulated deficit of
$187,618,155.  According to Mr. Derrick, these factors raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company's plans with respect to this
uncertainty include:

    -- raising additional capital from the issuance of Series A
       15% debentures,

   -- expanding its market for its tracking products, and

   -- increasing monitoring service revenues.

"There can be no assurance that revenues will increase rapidly
enough to deliver profitable operating results and pay the
Company's debts as they come due.  Likewise, there can be no
assurance that the debt holders will be willing to convert the
debt obligations to equity securities or that the Company will be
successful in raising additional capital from the sale of equity
or debt securities.  If the Company is unable to increase cash
flows from operating activities or obtain additional financing, it
will be unable to continue the development of its business and may
have to cease operations," Mr. Derrick said.

Subsequent to December 31, 2008, the Company entered into these
transactions:

   1) The Company received $3,000,000 in cash from the sale of
      Series A 15% Debentures.  The debentures accrue interest at
      a rate of 15% per annum, with interest paid quarterly in
      cash.  The debentures are due on May 31, 2010.
      Additionally, the Company issued 3,000,000 shares of common
      stock in connection with the sale of the debentures.  The
      debenture holder may convert into common stock of the
      Company at a price of $0.20 per share as long as it owns
      less than 5% of the outstanding common stock.  Should at
      anytime over the next 12 months, the Company issues any
      equity security at a price less than $0.20 per share, the
      debenture holder can convert at that lesser price.

   2) In connection with a Consent Solicitation Statement, a
      proxy card was sent to the Company's stockholders proposing
      to amend the Company's Articles of Incorporation increasing
      the authorized common stock of the Company to 250,000,000.
      By March 4, 2009, the shareholders may vote whether or not
      to increase the authorized shares, but as of the date of
      this Report the number of authorized shares has not
      changed.

   3) The Company entered into a note payable with an entity for
      $2,700,000 to purchase TrackerPAL devices.  The note bears
      interest at a rate of 8% per annum and matures on
      January 15, 2010.  The note requires quarterly interest
      payment and principal due at the end of maturity.  At the
      Lender's option, the note may be convertible into shares of
      the Company's common stock at $0.22 per share.  The Company
      anticipates leasing these TrackerPAL devices to domestic
      and international customers.

   4) On January 14, 2009, the Company entered into an Asset
      Purchase Agreement with Bishop Rock Software, Inc., a
      California corporation, Peter C. Sarna, II, Sol Lizarbram,
      Steven Florek, Clydesdale Partners I, LLC and Clydesdale
      Partners II, LLC, to provide additional software
      capabilities regarding crime scene correlation in
      connection with the TrackerPAL devices.  The Company
      purchased BRS for 2,857,286 shares of the Company's common
      stock.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?3978

                        About RemoteMDx Inc.

Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- operates in two business segments.
The Volu-Sol segment is engaged in the business of manufacturing
and marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs.  The electronic
monitoring segment is engaged in the business of developing,
distributing and monitoring offender tracking devices.

On December 23, 2008, Hansen, Barnett & Maxwell, P.C., in Salt
Lake City, Utah, wrote to the Board of Directors and Stockholders
of RemoteMDx, Inc., that it has audited the consolidated balance
sheets of RemoteMDx, Inc. and subsidiaries as of September 30,
2008 and 2007, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended September 30, 2008.  "The
Company has incurred losses and has an accumulated deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern."
SUPERI


RH DONNELLEY: S&P Junks Corporate Credit Rating From 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for R.H. Donnelley Corp. by three notches to 'CCC+' from
'B+'.  The rating outlook is negative.

In addition, S&P revised the recovery ratings on various RHD
subsidiary issues:

  -- Dex Media East LLC's senior secured credit facility to '2',
     indicating S&P's expectation of substantial (70% to 90%)
     recovery for lenders in the event of a payment default, from
     '1'.  The issue-level rating on this debt was lowered to
     'B-' (one notch higher than the 'CCC+' corporate credit
     rating on the company) from 'BB'.

  -- Dex Media West LLC's senior unsecured notes to '4',
     indicating S&P's expectation of average(30% to 50%) recovery
     in the event of a payment default, from '2'.  The issue-
     level rating on this debt was lowered to 'CCC+' (at the same
     level as the corporate credit rating) from 'BB-'.

  -- Dex Media West LLC's subordinated notes to '6', indicating
     S&P's expectation of negligible (0% to 10%) recovery in the
     event of a payment default, from '3'.  S&P lowered the
     issue-level rating on this debt to 'CCC-' (two notches lower
     than the corporate credit rating) from 'B+'.

  -- R.H. Donnelley Inc.'s senior secured credit facility to '2',
     indicating S&P's expectation of substantial (70% to 90%)
     recovery in the event of a payment default, from '1'.  The
     issue-level rating on this debt was lowered to 'B-' (one
     notch higher than the corporate credit rating) from 'BB'.

  -- R.H. Donnelley Inc.'s senior unsecured notes to '6',
     indicating S&P's expectation of negligible (0% to 10%)
     recovery in the event of a payment default, from '4'.  The
     issue-level rating on this debt was lowered to 'CCC-' (two
     notches lower than the corporate credit rating) from 'B+'.

"The ratings downgrade reflects our expectation that the company
may undergo a debt recapitalization of some form over the next two
years," explained Standard & Poor's credit analyst Emile Courtney.
"This is due to our belief that the company will experience a
worsening pace of EBITDA decline during the period than our
previous expectation; that RHD is likely to violate covenants in
credit facilities in 2010 at its R.H. Donnelley Inc.  and Dex
Media West LLC operating subsidiaries; and that the company will
face challenges in refinancing maturities of more than $1.2
billion in 2010.

In S&P's view, the pace of decline in yellow pages advertising
sales at RHD has meaningfully worsened due to the deepening U.S.
economic recession, which exacerbated the secular shift away from
print ads.  As a result, S&P now believes that deterioration in
operating performance at RHD in 2009 will likely exceed S&P's
previous expectation for revenue to fall 8% and for EBITDA to fall
10% to 15%.  Given the high-single-digit pace of decline in ad
sales at September 2008 and the worsening economy since then, it
is S&P's view that ad sales have likely worsened to a decline in
the low-teens percentage area in the December 2008 quarter, and
have likely remained at this level or worse so far in 2009 (RHD
has not reported this measure since the September 2008 quarter).

These expected EBITDA declines would lead to a significant drop in
free cash flow, meaningfully reducing RHD's ability to repay debt
over the intermediate term.  S&P estimates that total lease-
adjusted debt to EBITDA was near 7x in 2008, and S&P expects this
measure will be in the mid- to high-8x area in 2009, and more than
10x in 2010.  S&P estimate total interest coverage was near 2x in
2008, and S&P expects this measure to be in the 1.5x area in 2009
and near 1x in 2010.  Given the very challenging economy and its
negative impact on RHD's business, S&P is concerned the company
will face difficulty refinancing $385 million in Dex West notes
and more than $800 million in amortization payments for the R.H.
Donnelley Inc. credit facility, both due in 2010.  As a result of
these expectations, S&P believes a debt restructuring of some kind
may occur over the next two years.


RIO'S DRYCLEANING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Rio's DryCleaning to Go, Inc.
        2214 N. Washington Blvd
        Sarasota, FL 34237

Bankruptcy Case No.: 09-02279

Chapter 11 Petition Date: February 10, 2009

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Timothy W. Gensmer, Esq.
                  Timothy W. Gensmer, PA
                  2831 Ringling Blvd., Suite 202-A
                  Sarasota, FL 34237
                  Tel: (941) 952-9377
                  Email: timgensmer@aol.com

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

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

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

The petition was signed by Sharon Davies, President of the
company.


RIVERSIDE BANK: Florida Regulators Appoint FDIC as Receiver
-----------------------------------------------------------
Riverside Bank of the Gulf Coast, based in Cape Coral, Florida,
was closed on Fri., Feb. 13, 2009, by the Florida Office of
Financial Regulation, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with TIB Bank, based in Naples, Florida, to assume all
of the deposits of Riverside Bank.

Due to the observance of Presidents' Day on Mon., Feb. 16, 2009,
Riverside's nine offices will reopen on Tues., Feb. 17, 2009, as
branches of TIB Bank.  Depositors of Riverside Bank will
automatically become depositors of TIB Bank.  Deposits will
continue to be insured by the FDIC.

As of December 31, 2008, Riverside Bank had total assets of
approximately $539 million and total deposits of $424 million. TIB
Bank agreed to pay the FDIC a premium of 1.3 percent.

TIB Bank will not assume $142.6 million in brokered deposits held
by Riverside Bank. The FDIC will pay the brokers directly for the
amount of their funds.  Customers who placed money with brokers
should contact them directly for more information about the status
of their deposits.  Customers who would like more information
about today's transaction can also visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/riverside.html

In addition to assuming all of the deposits of Riverside Bank, TIB
Bank agreed to purchase approximately $125 million in assets,
comprised mainly of cash, cash equivalents and marketable
securities.  The FDIC will retain the remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $201.5 million.  TIB Bank's acquisition of all of the
deposits was the "least costly" resolution for the FDIC's Deposit
Insurance Fund compared to alternatives.  Riverside Bank is the
eleventh bank to fail in the nation this year.  The last bank to
fail in Florida was Ocala National Bank on Jan. 30, 2009.

Riverside Bank of the Gulf Coast is not affiliated with either
Riverside National Bank of Florida, Fort Pierce, or with Riverside
Bank of Central Florida, Winter Park.


ROBERT FORBES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Robert Alan Forbes
        62200 West End Blvd. #4201
        Slidell, LA 70461

Bankruptcy Case No.: 09-10371

Type of Business: The Debtor is in the construction business.

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Melanie J. Forbes, Esq.
                  18164 Pinehurst Drive
                  Prairieville, LA 70769
                  Tel: (225) 439-9107

Total Assets: $1,505,050

Total Debts: $1,973,116

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

            http://bankrupt.com/misc/laeb09-10371.pdf

The petition was signed by Robert Alan Forbes.


ROYCE RAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Royce Ray Brister
        14391 Wycliff Way
        Magalia, CA 95954

Bankruptcy Case No.: 09-22128

Chapter 11 Petition Date: February 9, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Michael R. Totaro, Esq.
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276

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

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

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

          http://bankrupt.com/misc/caeb09-22128.pdf

The petition was signed by Royce Ray Brister.


RURAL/METRO CORPORATION: Moody's Changes Outlook to Stable
----------------------------------------------------------
Moody's Investors Service revised Rural/Metro Corporation's rating
outlook to stable from negative.  The change reflects the
sustained improvement in operating margins from recent initiatives
and the increased certainty of compliance with financial
covenants.  Moody's also affirmed the ratings of Rural Metro
Corporation and its wholly-owned subsidiary Rural/Metro Operating
Company, LLC.

The affirmation of the B2 Corporate Family Rating reflects the
expectation that the company will continue to operate with high
financial leverage and modest interest coverage.  Uncompensated
care provisions have declined as a percentage of revenue in recent
quarters but are expected to continue to challenge earnings and
credit metric improvement.  However, the rating is supported by
the company's national presence in a highly fragmented industry.
Top-line growth has remained sound, reflecting favorable
demographics, the company's presence in high-growth markets and
its ability to successfully leverage expansion in markets in which
it has 911 contracts.

Following is a summary of Moody's rating actions.

The rating outlook was changed to stable from negative.

Ratings affirmed/LGD assessments revised:

Rural/Metro Operating Company, LLC

  -- Senior secured revolving credit facility due 2010 to Ba2
     (LGD1, 9%) from Ba2 (LGD2, 12%)

  -- Senior secured letter of credit facility due 2011 to Ba2
     (LGD1, 9%) from Ba2 (LGD2, 12%)

  -- Senior secured term loan B due 2011 to Ba2 (LGD1, 9%) from
     Ba2 (LGD2, 12%)

  -- 9.875% senior subordinated notes due 2015, to B2 (LGD4, 50%)
     from B2 (LGD4, 56%)

Rural/Metro Corporation

  -- 12.75% senior discount notes due 2016 to Caa1 (LGD5, 88%)
     from

  -- Caa1 (LGD5, 89%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

The last rating action was on May 23, 2008 when the ratings on the
senior subordinated notes of Rural/Metro Operating Company, LLC
were upgraded to B2 from B3 and all other ratings were affirmed.
Rural Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire and rescue and home
healthcare services in 22 states and approximately 400 communities
within the United States.  The services are provided under
contract with government entities, hospitals, healthcare
facilities and other healthcare organizations.  Net revenue for
the twelve months ended December 31, 2008 was approximately
$498 million.


RESERVOIR FUNDING: Fitch Junks Ratings on $120-Mil. Notes
---------------------------------------------------------
Fitch Ratings downgrades five classes of notes issued by Reservoir
Funding Ltd.:

  -- $289,005,777 class A-1 to 'BB' from 'AAA'; Outlook Negative;
  -- $75 million class A-2 to 'CC' from 'AAA';
  -- $34.5 million class B to 'CC' from 'AA';
  -- $3,034,997 class C to 'C' from 'A-';
  -- $6,941,038 class D to 'C' from 'BBB'.

Fitch has also removed all classes from Rating Watch Negative.
Fitch has taken these actions primarily due to negative credit
migration in the portfolio.  The rating actions also incorporate
Fitch's recently adjusted default and recovery rate assumptions
for analyzing structured finance collateralized debt obligations.
The Negative Rating Outlook on the class A-1 notes is due to the
high concentration of residential mortgage-backed security and CDO
assets in the portfolio that are expected to continue to face
negative pressure while the housing market stabilizes.
Additionally, approximately 36% of the portfolio is currently on
Rating Watch Negative by at least one rating agency.

Reservoir is comprised of 35.2% SF CDO securities from the 2004
vintage, 18.1% non-SF CDO securities from 2003-2004 vintages, and
46.7% RMBS assets from 2003-2005 vintages.  The underlying SF CDO
securities have experienced significant negative credit migration,
causing the current Fitch-derived weighted average rating of the
portfolio to fall to 'B+' compared to an original level of
approximately 'AA'.  The collateral deterioration has also caused
the transaction's interest coverage and overcollateralization
ratios to fail with levels of 91.6% and 83.3%, respectively,
compared to respective triggers of 102.5% and 100.3%, as of the
Jan. 31, 2009 trustee report.  Approximately 35.5% of the
portfolio is rated below investment grade, including 24.2% rated
'CCC' or lower, which exceeds the credit enhancement available to
all classes of notes other than class A-1, indicating a strong
likelihood of principal losses for these notes.

Interest proceeds collected from defaulted assets in the portfolio
are considered to be principal proceeds in this transaction.  This
re-classification of interest proceeds led to an interest
shortfall to the class B notes at the last payment date in
December 2008.  Although this shortfall was made up with proceeds
from the principal waterfall, the classes C and D notes did not
receive their scheduled interest payments due to the interest
shortfall.  The unpaid interest amounts due on these notes were
paid in kind by writing up the principal balance of each class by
the amount of interest owed.

Fitch expects classes A-1, A-2, and B to continue to receive
interest payments for the near future, though future principal
losses are highly likely on classes A-2 and B.  In Fitch's view,
the classes C and D notes are unlikely to receive significant, if
any, future interest or principal distributions.

The ratings of the classes A-1, A-2, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes C and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

The rating actions resolve the 'Under Analysis' status that Fitch
issued on Oct. 14, 2008 following the agency's newly proposed
criteria revision for analyzing SF CDOs.  Fitch published the
revised criteria report, 'Global Rating Criteria for Structured
Finance CDOs', in its final form on Dec. 16, 2008, along with an
updated version of the Fitch Portfolio Credit Model that includes
additional functionality for analyzing SF CDOs.  As part of this
review, Fitch makes standard adjustments for any names on Rating
Watch Negative or with a Negative Outlook, downgrading such
ratings for default analysis purposes by three and one notches,
respectively.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


SANMINA-SCI CORP: S&P Downgrades Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on San Jose, California-based Sanmina-SCI
Corp. to 'B-' from 'B+'.  The rating outlook is stable.

"The action reflects deteriorating profitability levels, which are
likely to persist for at least the next few quarters and resulting
high leverage, offset to a limited degree by the company's top-
tier business position in low-volume, complex EMS end markets and
relatively stable operating performance," said Standard & Poor's
credit analyst Bruce Hyman.  Sanmina-SCI Corp. is a leading
provider of electronics manufacturing services for the high-end
computing, telecommunications, and data communications industries.
The company had about $1.6 billion in lease-adjusted debt as of
Dec. 31, 2008.

The company's core EMS business serves lower-volume, complex
manufacturing needs of the telecommunications, storage, server,
and industrial markets.  Revenues have been declining since mid-
2008, reflecting sluggish demand.  Sales were $1.7 billion in the
September 2008 quarter, $1.4 billion in the December 2008 quarter,
and are expected to be about $1.3 billion in the March 2009
quarter.  Still, the company appears to be holding market share,
as most EMS companies are reporting declines in line with Sanmina-
SCI's.  Gross margins after depreciation were 6.7% in the December
quarter, and are likely to be around 5% in the March quarter
because of lower sales levels, partly offset by cost reduction
efforts.  Broad-based business declines have offset the gains
originally anticipated from the mid-2008 divestiture of the PC
unit; December quarter EBITDA margins were about 4%.  S&P does not
expect near-term cost reductions to proceed apace with the revenue
decline, notwithstanding pay cuts and staff reductions, and
margins will shrink in the March 2009 quarter.  Still, ongoing
cost reduction efforts should contribute to profitability later in
the year.  EBITDA was about $ 45 million in the December quarter,
and is likely to be in the $38 million area in March.  Visibility
beyond that time is very limited, but S&P believes that
electronics industry conditions will remain weak for the rest of
2009.


SBARRO INC: Moody's Downgrades Corporate Family Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
rating as well as the Corporate Family rating of Sbarro, Inc. to
Ca from Caa2.  At the same time, Moody's lowered the company's
senior secured rating to Caa2 (LGD2, 21%) from B2 (LGD 2, 21%) and
the senior unsecured rating to C (LGD5, 77%) from Caa3 (LGD 5,
77%).  The outlook is negative.

The downgrade of the PDR to Ca reflects Moody's view that the
probability that Sbarro's will default on its debt obligations
over the next year has materially increased.  "This is due to the
company's persistently weak operating performance, which has
resulted in deterioration in liquidity and debt protection
measures", stated Bill Fahy, Senior Analyst.  "The decline in
consumer spending continues to negatively impact the company's
earnings, margins, and cash flow. As a result, Moody's believe
that Sbarro's current capital structure is unsustainable at its
current level of operating performance."

On Feb 6th, 2009, Sbarro disclosed that it does not anticipate
being in compliance with certain financial covenants under its
bank credit agreement and is currently in discussions with its
bank agent regarding covenant amendments.

Ratings downgraded are:

  -- Corporate family rating to Ca from Caa2

  -- Probability of default rating to Ca from Caa2

  -- $25 million senior secured revolver to Caa2 (LGD2, 21%) from
     B2 (LGD 2, 21%)

  -- $183 million senior secured term loan to Caa2 (LGD2, 21%)
     from B2 (LGD 2, 21%)

  -- $150 million senior unsecured notes to C (LGD5, 77%) from
     Caa3 (LGD 5, 77%)

Ratings affirmed are:

  -- Speculative Grade Liquidity rating of SGL-4

The rating outlook is negative.

Sbarro's Ca Probability of Default rating reflects the company's
high probability of default in the near to medium term given its
tight liquidity and overall weak debt protection measures.  The
rating also reflects the high seasonality of cash flows driven
largely by shopping mall traffic patterns in the fourth quarter,
weak consumer spending, cost inflation, and significant
competition in the pizza segment of the restaurant industry.

The negative outlook reflects Moody's expectation that liquidity
will continue to be negatively impacted by weak sales, earnings,
and cash flow.  It also incorporates Moody's view that the
company's capital structure is unsustainable at the current level
of operating performance.  As a result, Sbarro could be forced to
pursue a more comprehensive financial restructuring over the
intermediate term, which could result in a default under its debt
securities.

Moody's last rating action for Sbarro occurred on Jan 12, 2009,
when the company's CFR was lowered to Caa2 from Caa1.

Sbarro, Inc. headquartered in Melville, New York, is a leading
quick service restaurant concept that serves Italian specialty
foods.  Total revenues for twelve months ending Sep 28, 2008 were
approximately $366 million.


SEA CONTAINERS: Plan Effective; "SeaCo" Takes Maritime Interests
----------------------------------------------------------------
Sea Containers Ltd. announced the implementation of its
restructuring plan and emergence from Chapter 11.  On February 11,
2009, Sea Containers completed the transfer of its maritime
container interests to SeaCo Ltd., a new Bermuda registered
company and confirmed its emergence from bankruptcy with the U.S.
Bankruptcy Court for the District of Delaware.

The major shareholders in the new company will be the former Sea
Containers Ltd. bondholders and two of the group's U.K. pension
funds.  SeaCo Ltd. owns a 50% share in the maritime leasing
company GE SeaCo (the other 50% is owned by GE Capital Corp.) and
a container fleet of approximately 105,000 TEU, which is managed
for SeaCo Ltd. by GE SeaCo.

SeaCo Ltd has raised a $127-million five year exit financing
facility via a senior secured term loan from Fortis Bank Nederland
and DVB Bank.  The proceeds, less retained working capital of $5
million and financing costs of $5 million have been used to repay
the debtor in possession (DIP) loan provided to Sea Containers
Ltd. by Mariner and Dune, two of its former bondholders.  The $24
million balance of the DIP loan of $141 million was repaid from
SCL's own cash resources.

SeaCo Ltd. paid total consideration of $462.3M for the container
assets of SCL including cash of $77.7M and equity of $384.6M.  In
addition, SeaCo Ltd. has advanced $40M to SCL as a senior, secured
loan, to be repaid in due course from cash generated from the wind
down and liquidation of the Sea Containers group.

AlixPartners LLP has been appointed as Plan Administrator to SCL
to oversee the wind down of the group.

Mark Wilson, the new CEO of SeaCo Ltd said: "We are pleased to
complete the $127 million refinancing with Fortis and DVB, and the
Sea Containers restructuring.  SeaCo has been formed at a
challenging time for the maritime container industry as it
responds to the downturn in global shipping.  SeaCo will be
working closely with GE Capital to continue GE SeaCo's role as a
leading maritime container leasing company and to protect the
value of its own fleet of marine containers."

                 Sea Containers to Dissolve

As contemplated by the Plan, the Company anticipates the
liquidation or dissolution of the Debtors' -- and various non-
Debtor subsidiaries' -- operations following the Effective Date.
Holders of the Company's common shares will not receive any
distribution on account of interests, although the common shares
will remain outstanding until the Company is dissolved under
Bermuda law.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Plan on November 24, 2008.
Since the Confirmation Date, the Debtors have been working in
earnest to consummate the Plan with the Official Committee of
Unsecured Creditors for Sea Containers Ltd., the Official
Committee of Unsecured Creditors for Sea Containers Services
Ltd., and the exit facility lenders, among others.

Sea Containers filed for Chapter 11 protection on October 15,
2006, due to insufficient cash available to meet debt
obligations.

                    Schemes of Arrangement

Laura Barlow, the Debtors' chief financial officer and chief
restructuring officer, disclosed in a regulatory filing with the
Securities and Exchange Commission that on February 11, 2009,
five schemes of arrangement proposed pursuant to Section 896 of
the Companies Act 2006 of England & Wales became effective
contemporaneously with the Effective Date of the Plan:

  (1) scheme of arrangement between 0438490 Travel Limited and
      its scheme creditor, consisting of a scheme of arrangement
      and a related explanatory statement;

  (2) scheme of arrangement between 1882420 Limited and its
      scheme creditor, consisting of a scheme of arrangement and
      a related explanatory statement;

  (3) scheme of arrangement between SC Maritime Limited and its
      scheme creditors, consisting of a scheme of arrangement
      and a related explanatory statement;

  (4) scheme of arrangement between SCSL and its scheme
      creditors, consisting of a scheme of arrangement and a
      related explanatory statement; and

  (5) scheme of arrangement between Yorkshire Marine Containers
      Limited and its scheme creditor, consisting of a scheme of
      arrangement and a related explanatory statement .

SCL has notified parties-in-interest that in line with its
Plan, and its winding up proceedings in Bermuda, its scheme of
arrangement with certain of its creditors, pursuant to
Section 99 of the Companies Act 1981 of Bermuda became effective
when the order sanctioning the Bermuda Scheme of Arrangement was
delivered to the Registrar of Companies of Bermuda.

                         Bar Dates

The Reorganized Debtors also notified parties-in-interest that
unless otherwise agreed to by the Plan Administrator and the
entity submitting the request, and except with respect to (a)
Professional Claims, (b) Allowed Pension Schemes Administrative
Claims, (c) Equalization Determination Costs, and (d) any and all
fees and charges assessed against the Estates pursuant to Chapter
123 of Title 28 United States Code, 28 U.S.C. Sections 1911
through 1930, parties have until March 13, 2009, to file:

  -- requests for payment of administrative claims;

  -- requests for payment of cure claims with respect to assumed
     executory contracts or unexpired leases; and

  -- proofs of claim arising from rejection of executory
     contracts or unexpired leases.

The Reorganized Debtors ask parties-in-interest to direct
requests for payment of Administrative Claims and Cure Claims,
and submission of Proofs of Claims to:

     AlixPartners, LLP
     Attn: Laura Barlow
     20 North Audley Street
     London WIK 6WE
     United Kingdom

With a copy to:

     BMC Group, Inc.
     Attn: SCL Claims and Solicitation Agent
     31 Southampton Row
     4th Floor
     Holborn, London WC1 B5HJ
     United Kingdom

The Plan contemplates the transfer of the Debtors' direct and
indirect interests in their marine and land container leasing
business to Newco, the entity to which SCL will transfer its
remaining container interests, and certain additional
consideration, in exchange for Newco (i) equity, and (ii) cash,
which will be funded from an exit facility, that will be used for,
among other things, repayment of the Debtors' DIP Facility.

SCL's Container Interests include equity interests in SPC
Holdings, Ltd., and SCL's indirect ownership of Classes A and B
Quotas in GE SeaCo SRL, the joint-venture entity between SCL and
General Electric Capital Corporation.

The obligations owed to unsecured creditors of SCL will be
satisfied by the distribution by SCL of Newco Equity and the
residual value in Reorganized SCL, the Equalization-Related
Employee Claim Trust, and the Non-Debtor Subsidiary Trust.
Existing interests in SCL will not receive any distribution on
account of those interests, although they will remain outstanding
until the dissolution of Reorganized SCL under Bermuda law.

The Plan and the Bermuda Scheme of Arrangement contemplate:

  (a) the issuance of Newco Equity on the Effective Date to the
      Plan Administrator for distribution to the Debtors'
      creditors;

  (b) the transfer of Container Interests to Newco;

  (c) the issuance of Newco repatriation note to Newco,
      reflecting a loan from Newco to enable Reorganized SCL to
      satisfy the balance of the DIP Facility and fund its
      wind-down costs;

  (d) the distribution of SCL unsecured distribution to holders
      of allowed SCL other unsecured claims and holders of
      allowed Pension Schemes' unsecured claims;

  (e) the distribution of SCSL unsecured distribution to holders
      of SCSL other unsecured claims, and

  (f) the establishment of the Equalization Escrow Account, the
      Equalization-Related Employee Claim Trust and the
      Non-Debtor Subsidiary Trust.

Judge Carey recently approved a stipulation among the Debtors,
the Trustees of the Sea Containers 1983 Pension Scheme, the SCL
Committee and the SCSL Committee with respect to certain Plan
distribution mechanics, which will assist the 1983 Scheme in
entering the UK Pension Protection Fund -- a condition precedent
to consummation of the Plan.

                          About GE SeaCo

GE SeaCo is one of the world's leading container leasing
companies. With a diverse fleet of approximately one million TEU,
GE SeaCo offers the widest range of container equipment available
from any leasing provider, to customers in over 80 countries.

GE SeaCo was created in 1998 by Sea Containers Ltd. and General
Electric Capital Corporation, and is entirely self-funded.
Operating as a stand-alone business, GE SeaCo has its headquarters
in Barbados, with 13 sales and support offices worldwide.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  Through its GNER subsidiary, Sea Containers
Passenger Transport operated Britain's fastest railway, the Great
North Eastern Railway, linking England and Scotland.  It also
conducts ferry operations, serving Finland and Estonia as well as
a commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

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


SHERMAN COUNTY: Nebraska Regulators Appoint FDIC as Receiver
------------------------------------------------------------
Sherman County Bank, based in Loup City, Nebraska, was closed on
Fri., Feb. 13, 2009, by the Nebraska Department of Banking and
Finance, which appointed the Federal Deposit Insurance Corporation
(FDIC) as receiver.  To protect the depositors, the FDIC entered
into a purchase and assumption agreement with Heritage Bank, based
in Wood River, Nebraska, to assume all of the deposits of Sherman
County Bank.

Due to the observance of Presidents' Day on Mon., Feb. 16, 2009,
Sherman County Bank's four offices, including those that operated
under the name Howard County Bank, will reopen on Tues., Feb. 17,
2009, as branches of Heritage Bank.  Depositors of Sherman County
Bank will automatically become depositors of Heritage Bank.
Deposits will continue to be insured by the FDIC.

As of Feb. 12, 2009, Sherman County Bank had total assets of
approximately $129.8 million and total deposits of $85.1 million.
Heritage Bank will pay the FDIC a premium of six percent.  In
addition to assuming all of the deposits of Sherman County Bank,
Heritage Bank agreed to purchase approximately $21.8 million in
assets, comprised mainly of cash, cash equivalents and marketable
securities.  The FDIC will retain the remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $28.0 million.  Heritage Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's Deposit
Insurance Fund compared to alternatives.  Sherman County Bank is
the tenth bank to fail in the nation this year.  The last
institution to fail in Nebraska was Equitable Savings and Loan,
Columbus, on Feb. 16, 1990.


SIRIUS XM: Swaps $172.5MM of 10% 2009 Notes for Notes Due 2011
--------------------------------------------------------------
SIRIUS XM Radio Inc. said Friday that XM Satellite Radio Holdings
Inc., its wholly-owned subsidiary, had exchanged approximately
$172.5 million aggregate principal amount of its outstanding 10%
Convertible Senior Notes due December 2009 for a like principal
amount of its newly issued Senior Secured Notes due 2011.  An
aggregate of $400 million in principal amount of the 10%
Convertible Senior Notes due December 2009 was outstanding prior
to this transaction.

The new Senior Secured Notes will mature on June 1, 2011.  The
notes will bear interest at these rates:

   -- initially at 10% per annum paid in cash;

   -- from December 1, 2009 to December 1, 2010, at 10% per annum
      paid in cash and 2% per annum paid in kind; and

   -- from December 1, 2010 to maturity, at 10% per annum paid in
      cash and 4% per annum paid in kind.

After the exchange, approximately $227.5 million aggregate
principal of XM Holdings' 10% Convertible Senior Notes due 2009
will remain outstanding.  The Company received no proceeds from
the exchange.

The purchasers of the new Senior Secured Notes will be paid an
aggregate structuring fee of $9.45 million, $5.07 million of which
was paid in cash and $4.38 million of which was paid in the form
of shares of the Company's common stock based on the closing sales
price of the Company's common stock on February 12, 2009, which
was $0.074 per share.

The exchange of 10% Convertible Senior Notes due 2009 for new
Senior Secured Notes is part of a larger restructuring effort.

The Company is in discussions with others with respect to
transactions that could refinance some of its and its
subsidiaries' indebtedness. These transactions may not be
successfully consummated.  If these transactions are not
consummated, it may be forced to file for bankruptcy protection as
early as February 17, 2009.

On January 14, the Company said in a regulatory filing with the
Securities and Exchange Commission that it had agreed to issue an
aggregate of 100,000,000 shares of common stock, par value $0.001
per share, in exchange for $13,000,000 principal amount of its 2-
1/2% Convertible Notes due 2009 beneficially owned by
institutional holders.  After giving effect to these exchanges,
$174,588,000 aggregate principal amount of the 2-1/2% Notes remain
outstanding.  The Company said it would not receive any cash
proceeds as a result of the exchange of common stock for the 2-1/2
Notes, which notes will be retired and cancelled.  The Company
executed the transactions to reduce debt and interest cost,
increase equity, and improve the balance sheet.

As reported by the Troubled Company Reporter on February 3, 2009,
Sirius XM Satellite Radio Inc.'s $174.6 million in debt is due
on Feb. 17, 2009.  Sirius XM also faces a May deadline for a
$350 million a term loan and revolving credit facility and a
December deadline for $400 million in convertible notes.

The TCR said February 10, that Charles Ergen has reiterated his
interest in taking control of Sirius XM Radio Inc.  Citing people
familiar with the matter, The Wall Street Journal reported that
Sirius XM declined Mr. Ergen's unsolicited offer last year --
which involves a capital injection from one of his satellite
companies, EchoStar Corp. or Dish Network Corp.  According to WSJ,
the sources said that the offer could help Sirius XM meet its debt
obligations and avoid a bankruptcy filing.

According to WSJ, Sirius XM CEO Mel Karmazin has told investors
that the company would have to file for bankruptcy, or cut a deal
with Mr. Ergen, unless he could raise $175 million.

A person familiar with the situation has told WSJ that Mr. Ergen
isn't seeking to force Sirius XM into bankruptcy proceedings to
acquire its assets more cheaply.  According to WSJ, Mr. Ergen
believes that satellite radio would complement his television
operation, as both are subscriber-based programming businesses
that depend on similar technology.  According to WSJ, a satellite
television and radio merger would likely face close scrutiny and
lengthy review from federal regulators, whose approval is required
in the deal.

                       About Sirius XM Radio

Headquartered in New York, Sirius XM Radio Inc. (SIRI) --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic,
weather, and data content.  Its primary source of revenue is
subscription fees, with most of its customers subscribing to
SIRIUS on either an annual, semi-annual, quarterly or monthly
basis.  The company derives revenue from activation fees, the sale
of advertising on its non-music channels, and the direct sale of
SIRIUS radios and accessories.  Various brands of SIRIUS radios
are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club,
Target and Wal-Mart.

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sirius XM Radio Inc. to 'CCC' from 'CCC+'.  S&P
also lowered the issue-level ratings on the debt of Sirius XM
Radio Inc. and of Sirius' unrestricted subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc., which remain on
CreditWatch, though the implications are revised to negative from
developing.  S&P could affirm or lower the issue-level ratings
pending S&P's review of additional information and follow-up
discussions with management.  The outlook is negative.  New York
City-based Sirius XM had total debt outstanding of $3.37 billion
as of Sept. 30, 2008.


SUNILAND HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Suniland Holdings LLC
        7379 NW 31 Street
        Miami, FL 33122

Bankruptcy Case No.: 09-12360

Chapter 11 Petition Date: February 11, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Paul L. Orshan, Esq.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  Email: plorshan@orshanpa.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/flsb09-12360.pdf

The petition was signed by Peter Rood, Manager and Member of the
company.


SUSIE'S STRUCTURES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Susie's Structures, Inc.
        P. O. Box 3574
        Holiday, Fl 34692
        Tel: (727) 848-5440

Bankruptcy Case No.: 09-02284

Chapter 11 Petition Date: February 10, 2009

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

Judge: Michael G. Williamson

Debtor's Counsel: Daniel P Rock, Esq.
                  Daniel Patrick Rock, PA
                  5426 Crafts Street
                  New Port Richey, FL 34652-3963
                  Tel: (727) 848-5440
                  Fax: (727) 845-4651
                  Email: danielprock@yahoo.com

The Debtor did not disclose its assets but stated that it has
$1,000,001 to $10,000,000 in liabilities.

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

            http://bankrupt.com/misc/flmb09-02284.pdf

The petition was signed by David A. Ziegler, a Director of the
company.


SYNTAX-BRILLIAN: Goldman Sachs Discloses 5.8% Equity Stake
----------------------------------------------------------
The Goldman Sachs Group, Inc., and Global Securities Services, a
separate business unit within and across Goldman, Sachs & Co. and
Goldman Sachs International, each of which is a direct or indirect
subsidiary of The Goldman Sachs Group, Inc., disclosed that each
may be deemed to beneficially own 5,417,072 shares of
Syntax-Brillian Corporation's common stock or 5.8% of the total
shares outstanding.

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.


TENET HEALTHCARE: Sells Two Hospitals to USC
--------------------------------------------
On February 10, 2009, Tenet Healthcare Corporation said that it
had signed a definitive agreement to sell its USC University
Hospital and USC Kenneth Norris Jr. Cancer Hospital to the
University of Southern California.

USC University Hospital is a 411-bed general acute care hospital
located in Los Angeles, California, and USC Kenneth Norris Jr.
Cancer Hospital is a 60-bed facility specializing in cancer
treatment on the campus of USC University Hospital.  In the
quarter ended June 30, 2008, the Company reclassified both
hospitals into discontinued operations based on the guidance in
Statement of Financial Accounting Standard No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets."

On the day the terms of the transaction were finalized and the
definitive agreement was signed, management determined that it
will be necessary to record material impairment charges related to
the long-lived assets associated with those hospitals under
generally accepted accounting principles in the Registrant's
financial results for the quarter ended December 31, 2008.  At
this time, the Company expects to record a non-cash charge of
approximately $40 million, pre- and after-tax, in discontinued
operations in the fourth quarter for the impairment.  The
impairment-related charge is not currently expected to result in
material future cash expenditures.

                About Tenet Healthcare Corporation

Headquartered in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- through its subsidiaries, owns and
operates acute care hospitals and related ancillary health care
businesses, which include ambulatory surgery centers and
diagnostic imaging centers.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $8.2 billion, total liabilities of $8.1 billion and
shareholders' equity about $136 million.  Tenet reported net
income of $104 million for its third quarter of 2008, compared to
a net loss of $59 million for its third quarter of 2007.  For nine
months ended Sept. 30, 2008, the company reported net income of
$58 million compared to net loss of $14 million for the same
period in the previous year.

                          *     *     *

Moody's Investors Service placed Tenet Healthcare Corporation's
senior unsecured debt rating at 'Caa1' in September 2006.  The
rating still holds to date with a stable outlook.


TEREX CORP: S&P Puts BB Corporate Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Terex
Corp., including the 'BB' long-term corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch placement follows the company's announcement that
it has initiated discussions with its lead banks to obtain relief
from lenders relating to covenants under its credit agreement,"
said Standard & Poor's credit analyst Dan Picciotto.  The
amendment is required due to a likely violation of its fixed-
charge coverage ratio in an upcoming quarter.  Terex will need to
negotiate with its banks in a difficult credit environment, which
could affect pricing under its credit agreement.

The CreditWatch listing recognizes these difficult capital market
conditions.  Still, S&P believes Terex will likely achieve this
amendment given its good cash balances ($484 million at year-end)
and manageable debt levels.  Credit measures were good at year-end
2008 with estimated total debt to EBITDA less than 2x and funds
from operations to debt around 40%, exceeding S&P's expectations
of 3.5x and 20%, respectively.  These measures will worsen
however, as conditions have deteriorated rapidly for many of the
company's end markets.

The ratings on Westport, Connecticut-based Terex reflect the
company's participation in the highly cyclical and competitive
construction equipment industry and its aggressive financial
profile.  These factors are mitigated by the company's
satisfactory business position as a major provider of construction
equipment and by its good geographic and product diversity.

To resolve the CreditWatch, S&P will monitor the company's
progress in obtaining adequate relief under covenants from its
lenders.  If Terex is successful in amending covenants in a timely
fashion and a future violation appears unlikely, S&P would likely
affirm the ratings.  If Terex does not amend its covenants in a
timely fashion, S&P could take a negative ratings action, as
liquidity would deteriorate.


THE PARENT CO: Sells Three Web Sites to Toys "R" Us
---------------------------------------------------
Toys"R"Us, Inc., the world's leading dedicated toy and baby
products retailer, has acquired the highly regarded e-commerce
site, eToys.com.  The transaction with The Parent Company also
includes the acquisition of e-commerce site BabyUniverse.com, and
the parenting resource website, ePregnancy.com.

In December 2008, The Parent Company, a leading commerce, content
and new media company for growing families, filed for bankruptcy
protection and began to explore strategic alternatives, including
a sale of some or all the company's businesses.  Terms of the
transaction were not disclosed.

"eToys.com is a highly respected brand with a rich heritage of
innovation and growth, and we look forward to championing the next
phase of its evolution," said Jerry Storch, Chairperson and CEO of
Toys"R"Us.  "We believe the acquisition of eToys.com, together
with BabyUniverse.com and ePregnancy.com, will advance our
leadership in the toy and baby products sectors and position the
company for strong market share growth.  We are committed to
providing loyal customers of these sites with an enhanced online
experience, while continuing to offer a differentiated merchandise
assortment and the service excellence they have come to expect."

eToys.com and BabyUniverse.com offer a broad assortment of unique
toys and juvenile products.  Both sites have earned accolades from
industry groups and customers alike for their outstanding customer
service.  ePregnancy.com is an established recognized platform for
the delivery of content and new media resources to a national
audience of expectant parents.

All three Web sites will continue to operate under their current
domain names.  Toys"R"Us will assume responsibility for all
operations of the sites including merchandising, site management,
distribution and marketing.

                         About Toys"R"Us

Toys"R"Us, Inc. -- http://www.Toysrus.com-- is a retailer of toy
and baby products.  Currently it sells merchandise through more
than 1,550 stores, including 846 Toys"R"Us and Babies"R"Us stores
in the U.S., more than 700 international stores in 33 countries,
which includes licensed and franchise stores, and through its
Internet site.

                     About The Parent Company

Headquartered in Denver, Colorado The Parent Company --
http://www.etoys.com-- sells toys and children's products through
its websites.  Debtor-affiliate Parent Company is publicly traded
on the NASDAQ under the ticker symbol KIDS.  The Debtors lease two
distribution centers in Blairs, Virginia, which holds inventory
and ship products, and Ringgold, Virginia, which is used primarily
for ship-alone items off-site storage.  The company and eight of
its affiliates filed for Chapter 11 protection on December 28,
2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Debtors.  The Debtors proposed Clear Thinking
Group LLC as financial advisor; Omni Management Group LLC as
claims agent; and Gibson & Rechan LLC as chief restructuring
officer.  When the Debtors filed for protection from their
creditors, they listed $20,633,447 in total assets and $35,722,280
in total debts.


TRIBUNE CO: May Pay $8.8 Million in Incentives to Non-Insiders
--------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware authorized Tribune Company and its affiliates to pay up
to $8,800,000 under their non-insider incentive programs.  Judge
Carey directs the Debtors to verify that the Incentive Program
payees have satisfied the objective and discretionary payment
conditions set at or prior to the inception of the relevant
measuring periods before making a payment.

Prior to entry of the Order, Roberta A. DeAngelis, acting United
States Trustee for Region 3, asserted that the Debtors must
demonstrate that the incentive targets under each of the plans
have been satisfied and that the payments are crucial to the
viability of their reorganization in order to justify the
proposed payments under the doctrine of necessity.

Ms. DeAngelis leaves the Debtors to their burden to establish
that the proposed payments satisfy applicable standards.

In their request, the Debtors noted that they currently employ
13,940 full-time and 2,450 part-time employees.  In addition to
wage and commission-based compensation, consistent with their
historical practices, the Debtors offer a substantial percentage
of their employees the opportunity to earn additional compensation
through various incentive bonus programs that are designed and
administered through the local business units and individual
administrative departments.

According to the Debtors, the incentive bonus programs are
designed to reward employees for outstanding achievements based
upon specific metrics that are relevant to their employees' local
or department line of work.

The Debtors proposed to pay $2,551 per participating employee.
The Incentive Programs provide incentive bonuses to about 3,000
participating employees.

The Debtors noted that the Incentive Programs are generally
divisible into three categories based on operating segment --
publishing, broadcast and entertainment, and administration.  In
the aggregate, there are 63 business units participating in the
Incentive Programs, which generally correspond to the Debtors'
eight newspapers, 24 television and radio broadcast stations, and
various administrative departments.

To continue to incentivize the participating employees, the
Debtors believe it is essential that they be permitted to honor
prepetition amounts due to the Participating Employees under the
Incentive Programs.  The Debtors estimate that about $7,600,000 in
unpaid incentive bonuses was accrued and owing under the Incentive
Programs.  However, the Debtors seek to pay up to $8,800,000 due
to the fact that the payouts under most of the Incentive Programs
are based on year-end, quarter-end or month-end performance.

The Debtors' Incentive Programs are:

A. Publishing Segment Incentive Programs

     * Advertising Sales Incentive Programs
     * Circulation Sales Incentive Programs
     * Operation Department Incentive Programs
     * Other Miscellaneous Incentive Programs

B. Broadcasting and Entertainment Segment Incentive Programs

     * Advertising Sales Incentive Programs
     * Ratings-Related Incentive Programs
     * Operational and Other Incentive Programs

C. Administration Incentive Programs

     * Corporate Relations
     * Finance Service Center
     * Human Resources
     * Technology
     * Tax and Audit
     * Other Departments

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Seeks to Amend JPMorgan Securities Engagement Deal
--------------------------------------------------------------
Tribune Company and its affiliates entered into a letter
agreement, on January 9, 2007, for J.P. Morgan Securities, Inc.,
to serve as their financial advisor in connection with the
disposition of an interest in Tribune Company's interests in these
non-Debtor subsidiaries:

  (i) CNLBC, Wrigley Field Premium Ticket Services, LLC, Chicago
      Cubs Dominican Baseball Operations, LLC, and
      Diana-Quentin, LLC; and

(ii) approximately 25.34% equity interest in Comcast SportsNet
      Chicago, LLC.

These assets collectively comprise the business of the Chicago
Cubs baseball team.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, tells the U.S. Bankruptcy
Court for the District of Delaware that it has been the Debtors'
intention to dispose all or a majority of their interests in the
Cubs, which represent one of the most valuable assets of their
Chapter 11 estates.

Pursuant to the Engagement Letter, JPMorgan was obligated to
provide its services in connection with the disposition of the
assets through January 7, 2009.  However, because of the vital
role of JPMorgan, the Debtors asked it to continue to act as
financial advisor with respect to the disposition of the Chicago
Cubs assets subsequent to the Petition Date and extend the term
of its engagement.

Due to JPMorgan's engagement with the Official Committee of
Unsecured Creditors, the firm was only willing to continue to act
as financial advisor in connection with the disposition of the
Chicago Cubs assets if the Committee was apprised of the
situation and does not object to the ongoing engagement in
connection with the disposition of assets, Ms. Stickles says.

The Committee has advised the Debtors that it does not object to
JPMorgan's continuing act in its capacity as advisor.  However,
to more accurately reflect the substance of the transaction, the
Debtors seek the Court's authority to assume the Engagement
Letter and assign it to CNLBC.

The Debtors further ask the Court to extend the terms of the
Engagement Letter until April 15, 2009.  The Debtors will, Ms.
Stickles says, will perform all obligations associated with the
Assignment Agreement.

The assignment of the Engagement Letter to CNLBC will ensure that
the Debtors' non-Debtor affiliates bear their own costs during
the pendency of their Chapter 11 cases, Ms. Stickles assert.

A full-text copy of the assignment agreement is available for
free a http://bankrupt.com/misc/TribuneJPAssignment.pdf

             Tom Rickets Final Bidder for Chicago Cubs

Tribune Co., has selected Thomas Ricketts as the favored bidder
for the Chicago Cubs but the deal isn't sealed yet, The Chicago
Tribune reported on January 22, 2009.

According to the report, Tribune Co. and Mr. Ricketts have begun
the exclusive negotiations to buy the baseball team, Wrigley
Field and a 25% stake in Comcast SportsNet, a regional network.
The newspaper said Mr. Ricketts' bid for the Chicago Cubs assets
is valued at $900,000,000.

Though the Chicago Cubs assets are not part of Tribune Co.'s
bankruptcy filing, any sale of the assets may still be subject to
the approval of Judge Kevin J. Carey of the U.S. Bankruptcy Court
for the District of Delaware, who is overseeing Tribune's
bankruptcy case.

"We look forward to working with the Tribune and Major League
Baseball to close the transaction promptly," the family said.
"If we succeed in buying the team, our work will just be
beginning," the Chicago Tribune quoted Mr. Ricketts as saying.

Mr. Ricketts said in an interview with the Chicago Sun-Times that
his family's selection as the final bidder only gives exclusive
negotiating rights and the process is far from over.  The Chicago
Tribune stated that once a contract is inked, the deal must be
approved by 23 of Major League Baseball's 30 owners.

Mr. Ricketts said a complete ownership transition might be
sometime around the Cubs' April 6, 2009, season opener in
Houston, Texas.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Intelsat Seeks $560,000 as Adequate Protection
----------------------------------------------------------
Intelsat Corporation, owner of communication satellites and
seller of transponder capacity for voice, data, video and
Internet connectivity, entered into two prepetition full-time
transponder capacity agreements each of Debtor Tower Distribution
Company and Debtor Tribune Broadcasting Company.

Frederick B. Rosner, Esq., at Duane Morris LLP, in Wilmington,
Delaware, tells the U.S. Bankruptcy Court for the District of
Delaware that the Debtors have continued to use Intelsat's
communication satellites but are not paying for the services they
are using.  From the Petition Date through February 1, 2009, the
Debtors owe Intelsat $457,419 for satellite transponder usage, Mr.
Rosner says.

Mr. Rosner asserts that given the Debtors' postpetition defaults,
they should only be allowed to continue to use Intelsat's
satellites if they can provide with assurance of adequate
protection that they will make payment when due in accordance
with the terms of their agreement.

Accordingly, Intelsat seeks adequate protection in the form of a
deposit amounting to $560,000 for the use of its satellites
pending a decision to assume or reject the Transponder Agreements
and an allowance and payment of its administrative expense
priority claim for $457,419.

As of the Petition Date, Intelsat held a security deposit for
$237,200, which was posted by the Debtors pursuant to the
Transponder Agreements.  Prior to the Petition Date, the Debtors
defaulted on payments for services provided by Intelsat
Corporation amounting to $163,225.  The defaults relate to
payments for satellite transponder capacity that the Debtors
leased from Intelsat and used in the distribution of their
services.

In a separate motion, Intelsat asks the Court to lift the
automatic stay to allow it to set off a portion of the Debtors'
deposit against the full amount of default amounting to $163,225.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRINITY THEO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Trinity Theo, LLC
        2950 E. Flamingo Rd., Ste. B
        Las Vegas, NV 89121

Bankruptcy Case No.: 09-11761

Chapter 11 Petition Date: February 10, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Kelly J. Brinkman, Esq.
                  Goold Patterson Ales & Day
                  4496 S. Pecos Road
                  Las Vegas, NV 89121
                  Tel: (702) 436-2600
                  Fax: (702) 436-2650
                  Email: kbrinkman@gooldpatterson.com

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

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

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

            http://bankrupt.com/misc/nvb09-11761.pdf

The petition was signed by Dora Hart, Manager of the company.


TRONOX INC: Fitch Withdraws 'D' Rating After Chapter 11 Filing
--------------------------------------------------------------
Fitch Ratings withdraws Tronox Inc. subsidiary ratings following
the Jan. 12, 2009 downgrade to 'D' following the bankruptcy filing
of Tronox Inc.'s U.S. subsidiaries.

Fitch withdraws Tronox Worldwide LLC's ratings:

  -- Issuer Default Rating 'D';

  -- $250 million senior secured bank revolver 'D'/RR4';

  -- $103 million (at Sept. 30, 2008) senior secured term loan
     'D'/RR4';

  -- $350 million senior unsecured notes at 'D'/RR6'.

Tronox Worldwide LLC and Tronox Finance Corp. are co-issuers of
the senior unsecured notes.

Tronox Inc.'s U.S. operations have filed for Chapter 11 bankruptcy
protection to address environmental remediation and litigation
costs.  The filing did not include non-U.S. operations, which are
based in Australia, Germany and the Netherlands.

Tronox is one of the leading global producers and marketers of
titanium dioxide.  In addition, Tronox produces electrolytic
manganese dioxide, sodium chlorate and boron-based and other
specialty chemicals.


TRUMP ENTERTAINMENT: Moody's Retains 'Ca' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service said Trump Entertainment Resorts
Holdings, L.P.'s ratings, including its Ca Corporate Family Rating
and D Probability of Default Rating, are not affected by the
company's announcement that the forbearance period with its bank
lenders and senior secured second lien note holders has been
extended to February 17, 2009 from February 11, 2009.

The last rating action on Trump Entertainment Resorts Holdings,
L.P. was February 5, 2009 when Moody's commented that the February
4, 2009 forbearance extension did not affect the company's
ratings.

Trump Entertainment Resorts Holdings, L.P. owns and operates the
Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and
the Trump Marina Hotel Casino in Atlantic City, New Jersey.  The
company generates annual net revenues of approximately
$950 million.


TWIN VEE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Twin Vee, Inc.
        3101 S. Federal Highway
         Port St. Lucie, FL 34982

Bankruptcy Case No.: 09-12214

Chapter 11 Petition Date: February 9, 2009

Court: United States Bankruptcy Court
        Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Jason E Slatkin, Esq.
                     1 E. Broward Blvd., #609
                     Ft. Lauderdale, FL 33301
                     Tel: (954) 745-5880
                     Fax: (954) 745-5890
                     Email: jslatkin@slatkinreynolds.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:
          http://bankrupt.com/misc/flsb09-12214.pdf

The petition was signed by H. Scott Noble, Chief Executive Officer
of the company.


TRUMP ENTERTAINMENT: Forbearance Expires Feb. 17; Bankr. Looms
--------------------------------------------------------------
Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment
Resorts Funding, Inc., obtained an extension on February 10, 2009,
of the forbearance agreements from their lenders and noteholders.

The parties to the Noteholder Forbearance amended the Noteholder
Forbearance to extend its term until 9:00 a.m. on February 17,
2009, unless certain events occur. No other material amendments
were made.

The parties to the Lenders Forbearance further amended the Lenders
Forbearance to extend its term until 9:00 a.m. on February 17,
2009, unless certain events occur. No other material amendments
were made.

Trump Entertainment Resorts Holdings and Trump Entertainment
Resorts Funding did not make the interest payment due December 1,
2008 on their 8.5% Senior Secured Notes due 2015.  On
December 31, 2008, the company obtained a forbearance agreement
from the holders of an aggregate of approximately 70% of the
outstanding principal amount of the Notes, pursuant to which such
holders agreed to forbear from exercising their rights and
remedies under the indenture governing the Notes relating to the
missed interest payment, and from directing the trustee under the
indenture from exercising any such rights and remedies on the
holders' behalf, until January 21, 2009, unless certain events
occurred.  Such date has previously been extended to February 11,
2009.

In addition, on December 31, 2008, the company obtained a
forbearance agreement from the lenders under the company's
$490 million senior secured term loan agreement, pursuant to which
the lenders agreed to forbear from exercising certain of their
other rights and remedies that may exist as a result of the missed
interest payment on the Notes, until January 21, 2009, unless
certain events occurred.  Such date has previously been extended
to February 11, 2009.

The company remains in discussions with its lenders and certain
Note holders regarding a possible restructuring of the company's
capital structure.  There can be no assurance that any agreement
with respect to any restructuring will be reached or, if any
agreement is reached, as to the terms thereof.

People familiar with the matter have told The Wall Street Journal
reports Trump Entertainment may be forced into bankruptcy --
through an involuntary bankruptcy filing -- by its bondholders.
The Journal says bondholders are expected to file an involuntary
Chapter 11 petition after the forbearance period expires Tuesday.

The Journal reports that Donald Trump said Friday he would resign
as chairman because he disagreed with bondholders' decisions.  His
daughter, Ivanka Trump, also resigned from the board, the Journal
says.  The Journal notes that Mr. Trump holds no management
position at Trump Entertainment but as of mid-March held 28% of
the stock.

According to the Journal, the bondholder group includes hedge
funds Avenue Capital Group of New York and Contrarian Capital
Management of Greenwich, Conn., and other holders.  The Journal
says the bondholder goup has asked the company to file for
bankruptcy but the company has refused.

               About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings, which the company
understands encompasses substantially all of his net worth.

As reported in the Troubled Company Reporter on Nov. 12, 2008,
Trump Entertainment Resorts, Inc. reported that for three months
ended Sept. 30, 2008, its net loss was 139.1 million compared to
net income of $6.6 million for the same period in the previous
year.

For nine months ended Sept. 30, 2008, the company's net loss was
$187.6 million compared to net loss of $15.0 million for the same
period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2.07 billion, total liabilities of $2.03 billion and
shareholders' deficit of about $44.8 million.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


U-SAFE INVESTMENTS: Asks Court to Dismiss its Chapter 11 Case
-------------------------------------------------------------
U-Safe Investments, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California to dismiss its Chapter 11 case for
cause.

The Debtor tells the Court that since it filed for bankruptcy on
Oct. 14, 2008, it has attempted to modify the terms of its
lender's loan to deal with the arrears on the property.  The
Debtor relates that the property taxes are paid up to date, and
the postpetition mortgage is current.  There is, however, a
balloon payment that is due that the Debtor cannot pay.  In
addition, the hotel is not operating and there is no income being
generated from the property.  The Debtor relates that is has
approximately $365,000 in unsecured debt.

In view of the foregoing, the Debtor says it cannot propose a
confirmable plan, and is not eligible for a Chapter 7 discharge.

Oakland, Calif.-based U-Safe Investments, LLC filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. N.D. Calif. Case No. 08-45880).
Fayedine Coulter, Esq, at the Law Offices of Fayedine Coulter, and
Marc Voisenat, Esq., at the Law Offices of Marc Voisenat,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $27,462,062, and total debts of
$18,025,256.


VALENCE TECHNOLOGY: Dec. 31 Balance Sheet Upside Down by $63MM
--------------------------------------------------------------
Valence Technology, Inc. (NASDAQ:VLNC), reported on February 9,
2009, financial results for its fiscal 2009 third quarter and nine
months ended December 31, 2008.

Summary of results for fiscal 2009 third quarter compared to
fiscal 2008 third quarter:

   * Revenue increased to $4.7 million compared to $3.4 million.

   * Gross margin improved to a positive $250,000 compared to a
     negative $35,000.

   * Operating expenses declined to $4.1 million compared to
     $4.3 million.

   * Operating loss improved to $3.8 million compared to a loss
     of $4.3 million.

   * Net loss available to common shareholders improved to $5.2
     million or $0.04 per share, compared to a loss of $5.7
     million or $0.05 per share.

Summary of results for fiscal 2009 nine months compared to fiscal
2008 nine months:

   * Revenue was $21.5 million compared to $13.0 million.

   * Gross margin was $52,000 compared to $1.2 million.

   * Operating expenses were $13.5 million compared to $11.9
     million.

   * Operating loss was $13.5 million compared to a loss of $10.7
     million.

   * Net loss available to common shareholders was $17.0 million
     or $0.14 per share, compared to a loss of $15.0 million or
     $0.14 per share.

"Despite the global economic slowdown, we are being sought out by
customers for our industry leading products driven by their own
interest in accelerating roll-out of various types of
applications, including demonstration vehicle fleets," said Robert
L. Kanode, president and chief executive officer of Valence
Technology.  "Development of electric and hybrid vehicles in
Europe appears to be moving at a faster pace than in the U.S.
However, selection of platforms and the associated energy storage
systems is a gradual process as OEMs conduct their extensive due
diligence.  We believe that our products, engineering capability,
vast intellectual property and experience will fulfill their
immediate needs.  Both commercial and passenger vehicles are well-
suited to be powered by our energy storage solutions and while
opportunities are ample in Europe, we are now seeing increased
interest from potential U.S. customers as well."

                  Third Quarter Financial Results

For the third quarter of fiscal 2009, the Company reported total
revenue of $4.7 million compared to $3.4 million for the same
period last year mainly due to increased sales of large format
battery systems to existing and new customers.  Gross margin
improved to a positive $250,000 compared to a negative $35,000
last year mainly due to higher sales.

Total operating expenses declined to $4.1 million from
$4.3 million in last year's quarter due to lower depreciation and
amortization, marketing, and general and administrative costs
slightly offset by higher research and product development costs.
The Company's operating loss improved to $3.8 million compared to
$4.3 million for the same period last year due to higher revenue
and gross margin and lower operating costs.  The net loss
available to common stockholders was $5.2 million or $0.04 per
share, compared to a net loss of $5.7 million or $0.05 per share,
for the same period last year.

                     Nine Month Financial Results

For the nine-month period ended December 31, 2008, the Company
reported total revenue of $21.5 million compared to $13.0 million
for the same period last year, or a 65% increase.  This was mainly
due to new customer shipments of energy storage systems and
qualification packs. Gross margin declined to $52,000 compared to
$1.2 million for the same period last year.  The nine-month period
ended December 31, 2008 included inventory adjustments which
increased cost of sales and reduced gross margin. This included a
$2.2 million adjustment related to the previously announced plans
to discontinue the N-Charger product line and focus on higher
margin large-format energy solutions.

Overall operating expenses rose to $13.5 million from
$11.9 million compared to the same period last year in order to
facilitate the anticipated ramp in the current fiscal year
revenues.  The net loss available to common stockholders was $17.0
million or $0.14 per share, compared to a net loss of
$15.0 million or $0.14 per share, for the same period last year.

As of December 31, 2009, the Company's balance sheet showed total
assets of $31,097,000, total liabilities of $85,568,000 and
redeemable convertible preferred stock of $8,610,000, resulting in
total stockholders' deficit of $63,081,000.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?3976

                   About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's  commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

                       Going Concern Doubt

PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial
doubt about Valence Technology's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal years ended March 31, 2008 and 2007.  The firm pointed
to the company's recurring losses from operations, negative cash
flows from operations and net stockholders' capital deficiency.


W.P. HICKMAN: Viridian Indus. Offers $5.2MM for Debtors' Assets
---------------------------------------------------------------
W.P. Hickman Systems, Inc., Hickman Manufacturing, Inc. and A.M.
Technologies, Inc. (collectively, the "Debtors") have filed a
Motion for an Order, Pursuant to 11 U.S.C. Secs. 105, 363, and
365, Approving (a) authorizing and approving the sale of
substantially all of the Debtors' assets free and clear of all
liens, claims, encumbrances and other interests; (b) authorizing
and approving the assumption and assignment of certain executory
contracts in connection therewith, and (c) granting certain
related relief (the "Sale Motion"), the approval of which may
affect your rights or property.

Any written response or objection to the Sale Motion with the
Bankruptcy Clerk, United States Bankruptcy Court for the Western
District of Pennsylvania, USX Tower, 54th Floor, 600 Grant Street,
Pittsburgh, Pennsylvania 15219 (the "Bankruptcy Court") and served
in such a manner that it is actually Received on or before
February 19, 2009, by

      (i) the Debtors' counsel:

          Paul J. Cordaro, Esq.
          Campbell & Levine LLC
          Suite 1700 Grant Building
          330 Grant Street
          Pittsburgh, PA 15219

     (ii) counsel for the Buyer:

          Michael D. DuBay, Esq.
          Honigman Miller Schwartz and Cohn LLP
          2290 First National Building
          660 Woodward Avenue
          Detroit, Michigan 48226

    (iii) the Office of the United States Trustee for
          the Western District of Pennsylvania;

     (iv) counsel for FirstMerit Bank, N.A.:

          David Ross, Esq.
          Babst Calland Clements & Zomnir, P.C.
          Two Gateway Center
          Pittsburgh, PA 15222

      (v) counsel for the Official Committee of Unsecured
          Creditors:

          James E. Van Horn, Esq.
          McGuire Woods LLP
          625 Liberty Avenue, 23rd Floor
          Pittsburgh, PA 15222

The assets to be sold consist of substantially all of the real and
personal property of the Debtors (the "Acquired Assets").  The
Debtors offer turn-key commercial roofing solutions and products
to both private and public sector customers.  Hickman Systems
markets and supplies it self-branded line of high performance
commercial roofing, coating and waterproofing materials.  Hickman
Manufacturing, a subsidiary of Hickman Systems, manufactures a
portion of what Hickman Systems actually sells to customers.  AMT,
another subsidiary of Hickman Systems, provides roofing, relating
consulting services to its customers.  The Debtors' corporate
headquarters is in Solon, Ohio and they Maintain a manufacturing
facility in Wampum, Pennsylvania.  The Acquired Assets are more
particularly described in the Agreement.

The Debtors have received and accepted, subject to Bankruptcy
Court approval and the terms of the Auction, as defined below, an
offer to purchase the Acquired Assets from Viridian Industries,
Inc. ("Viridian"), substantially in the form of an Asset Purchase
Agreement dated February 4, 2009 (the "Agreement") at the purchase
price of: (i) $2,300,000 in cash (subject to adjustments as set
forth in the Agreement), (ii) assumption of certain trade
liabilities and employee obligations estimated, for purposes of
the purchase price, in the aggregate amount of $2,900,000, and
(iii) assume and pay amounts necessary to cure defaults under the
Assigned Contracts (as defined in the Agreement).  No hand money
is necessary, but all interested parties must pre-qualify to
participate in the Auction (as defined below).  A copy of the
Agreement may be obtained from Counsel for the Debtors.

Higher and better offers will be considered as the Sale Hearing
(as defined below).  All interested parties are invited to pre-
qualify for the Auction, perform due diligence and present
competitive offers to purchase the Acquired Assets in accordance
with the bidding procedures set forth in the Order Approving
Bidding Procedures dated February 5, 2009 (the "Bidding Procedures
Order").  A copy of the Bidding Procedures Order may be obtained
from Counsel for the Debtors.

If the Debtors timely receive a Qualified Bid or Bids (as defined
in the Bidding Procedures Order), the Bankruptcy Court will
conduct an auction of the Acquire Assets and a sale hearing (the
"Auction" or "Sale Hearing") beginning at 2:30 p.m., on
February 26, 2009, in the United States Bankruptcy Court for the
Western District of Pennsylvania, USX Tower, 54th Floor, 600 Grant
Street, Pittsburgh, Pennsylvania 15219.

For more information concerning the Acquired Assets, Auction or
the sale, or for a copy of the Agreement or the Bidding Procedures
Order, please contact:

     Paul J. Cordaro
     Esquire, Campbell & Levine, LLC
     1700 Grant building
     Pittsburgh, PA 15219
     Telephone: 412-261-0310
     Fax: 412-261-5066
     E-mail: pic@camlev.com

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- markets and sells commercial roofing
products.  The Debtors provide services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W.D. Pa. Lead Case
No. 08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto,
Esq., at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  James E. Van Horn, Esq., at McGuireWoods
LLP represent the Official Committee of Unsecured Creditors as
counsel.  W.P. Hickman listed assets of $10 million to
$50 million and debts of $10 million to $50 million on the face of
its chapter 11 petition.


WARNER CHILCOTT: S&P Downgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Rockaway, New Jersey-based Warner
Chilcott Corp. to 'BB-' from 'B+'.  At the same time, S&P raised
the company's senior secured debt to 'BB' from 'BB-' and its
subordinated notes to 'B' from 'B-'.  The company's outlook is now
stable.

For the complete recovery analysis, see the recovery report on
Warner Chilcott, to be published following this press release on
RatingsDirect, the real-time Web-based source for Standard &
Poor's credit ratings, research, and risk analysis.

"The ratings upgrade predominantly reflects Warner's improved
financial profile, including its ability to generate modest free
cash flow and management's discipline in reducing debt," said
Standard & Poor's credit analyst Brian Jones.  This has provided
the company with adequate financial cushion at the 'BB' rating
category to effectively manage its drug portfolio.

The ratings on Warner Chilcott reflect the threat of generic and
other competition to the company's modest product portfolio and
its limited R&D capabilities.  These weaknesses are only partly
offset by management's strong track record of operating success
and the company's improving credit protection measures.

Warner has built (largely through acquisitions) solid franchises
in both the women's health (roughly 51% of sales) and dermatology
(49%) markets, and its portfolio is relatively diversified and
very profitable, especially compared with other like-rated
specialty pharmaceutical companies.  This diversity is a key
support for the ratings, given generic competition's continued
pressure on several of Warner's main franchises and its threat to
the company's historically solid sales growth.  To hedge these
concerns, the company continually looks to launch additional
dosage strengths and reformulations of existing products, a
strategy common in the specialty pharmaceutical industry.


WAYNE PATCHIN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wayne Ernest Patchin
        Jan A. Patchin
        5844 Sweetbottom Lane
        Clermont, GA 30527

Bankruptcy Case No.: 09-20494

Chapter 11 Petition Date: February 9, 2009

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

Judge: Robert Brizendine

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  Cummings Kelley & Bishop PC
                  311 Green Street, Suite 302
                  Gainesville, GA 30501-3373
                  Tel: (770) 531-0007
                  Fax: (770) 533-9087
                  Email: ckelley@cummingskelleybishop.com

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

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

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

            http://bankrupt.com/misc/ganb09-20494.pdf

The petition was signed by Wayne E. Patchin and Jan A. Patchin.


WELLINGTON PLACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Wellington Place Apartments, Inc.
        P. O. Box 7014
        Thomaston, GA 30286

Bankruptcy Case No.: 09-50437

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

Chapter 11 Petition Date: February 10, 2009

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

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

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

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

The Debtor's largest unsecured creditor is the Upson County Tax
Commissioner, for 2007 real property taxes, for $33,905.

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


WOOD PILE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Wood Pile, LLC
        P.O. Box 12504
        Raleigh, NC 27605

Bankruptcy Case No.: 09-01098

Chapter 11 Petition Date: February 12, 2009

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Gregory B. Crampton, Esq.
                  gcrampton@nichollscrampton.com
                  Stephani Wilson Humrickhouse, Esq.
                  shumrickhouse@nichollscrampton.com
                  Nicholls & Crampton, P.A.
                  P.O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

Estimated Assets: $20 million

Estimated Debts: $12.6 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Kimley-Horn and Associates                       $80,743
Inc.
333 Fayetteville St., Ste. 600
Raleigh, NC 27601-1772

K&L Gales LLP                                    $33,672
4350 Lassiter at North Hills
Ave. Suite 300
Raleigh NC 27619-7047

Pinna, Johnson, & Burwell,                       $12,335
P.A.
P.O. Box 31788
Raleigh, NC 27622

Lynch and Howard                                 $10,553

Robert W. Moss & Associates                      $7,500

Williams Appraisers, Inc.                        $2,500

Jodi Hall                      Tenant            $1,400

Brian Johnson & Silas Munro    Tenant            $1,200

Live Work Play, LLC                              $1,125

Asbury Realty                                    $495

Priscilla Humberstone         Security deposit   $400

Aesha Abdullan                Security deposit   $400

Michael De Los Santos         Security deposit   $400

William & Teresa Donovan      Security deposit   $400

Calvert Holdings              Security deposit   $400

Southern Time Equipment Co.                      $357
Inc.

AT&T Advertising & Publishing                    $205

Southern Bride & Groom                           $100

Progress Energy Carolinas                        $50

City of Raleigh                                  $24

The petition was signed by Gordon Smith, III, managing member.


WORLDSPACE INC: Citadel Discloses 9.9% Equity Stake
---------------------------------------------------
Citadel Investment Group, L.L.C., Citadel Investment Group II,
L.L.C., Citadel Limited Partnership, Kenneth Griffin, Citadel
Holdings I LP, Citadel Holdings II LP, Citadel Advisors LLC,
Citadel Equity Fund Ltd., and Citadel Derivatives Group LLC
disclosed that each may be deemed to beneficially own 4,726,520
shares of WorldSpace, Inc.'s Class A Common Stock or 9.9% of the
total shares outstanding as of December 31, 2008.

Citadel Holdings Ltd., a Cayman Islands company, is majority owned
by Citadel Kensington Global Strategies Fund Ltd., a Bermuda
company.  Citadel Equity Fund Ltd. is a subsidiary of CH.  CKGSF
and CH do not have control over the voting or disposition of
securities held by CEF.  Citadel Derivatives Group LLC is majority
owned by Citadel Derivatives Group Investors, LLC, a Delaware
limited liability company.   CDGI does not have control over the
voting or disposition of securities held by CDG.

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


XLNC GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: XLNC Group, LLC
        911 SE Walton Blvd.
        Bentonville, AR 72712

Bankruptcy Case No.: 09-70525

Chapter 11 Petition Date: February 9, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: J. Robin Pace, Esq.
                  Attorney at Law
                  2106 S. Walton, Ste. D
                  Bentonville, AR 72712
                  Tel: (479) 273-7020
                  Fax: (479) 273-7074
                  Email: robinpace@cox-internet.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/arwb09-70525.pdf

The petition was signed by Christopher Talley, a representative of
the company.


YELLOWSTONE CLUB: Creditors Sue Credit Suisse for Fraud
-------------------------------------------------------
Forbes reports that Yellowstone Club's creditors have filed a
lawsuit against Credit Suisse for allegedly arranging a
"fraudulent" $375 million that ended up in the pockets of club
owners Tim and Edra Blixseth, prior to their divorce.

Citing the hundreds of club members, unpaid staff, and trade
vendors, Wealth-Bulletin.com relates that Credit Suisse allegedly
knew when it arranged the 2005 loan that most of the money would
never reach the ski resort.

According to court documents, the committee of unsecured creditors
-- represented by James H. Cossitt at James H. Cossitt, PC --
charged Credit Suisse of, among other things, aiding and abetting
breach of fiduciary duty, avoidance of fraudulent transfer,
disallowance of claims, and subordination of claims.

The creditors claimed that Credit Suisse was offering the
Blixseths opportunity to take their profits out early by
mortgaging their development projects to the hilt.  Credit Suisse
would loan the money on a non-recourse basis, earn a substantial
fee, and sell off most of the credit to loan participants.  The
Blixseths would take most of the money out as a profit dividend,
leaving their developments saddled with enormous debt.  Credit
Suisse made the loan to Yellowstone Mountain Club, LLC, and its
debtor affiliates Yellowstone Development, LLC, and Big Sky Ridge,
LLC.  The inevitable failure of this loan drove the Yellowstone
Club into bankruptcy, the creditors said.

The Blixseths, according to the creditors, wanted to withdraw a
profit dividend, but they had fiduciary duties to the Yellowstone
Club and its members, minority owners and unsecured creditors.
Enticed by the riches available from Credit Suisse, the Blixseths
chose to breach their fiduciary duties, abandon the Yellowstone
Club, and participate in a loan transaction that gave windfalls to
them and Credit Suisse, at the expense of the Yellowstone Club.

According to the creditors, Credit Suisse knew the Blixseths were
breaching their fiduciary duties, and it approved of and supported
their decision.  It assisted the Blixseths in concealing their
breaches from the beneficiaries of their duties.

Details on the lawsuit are available at:

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

Mr. Blixseth has denied the creditors' allegations in a statement.
Mr. Blixseth said:

"My ex-wife's entire goal was to wrest control of the Club from me
in the divorce action with the advice and plotting of an
unscrupulous law firm.  They destroyed a $470 million dollar sale
of the Club that would have protected everyone, negotiated by me
over ten months and costing millions of dollars in due diligence;
and there was a back-up offer for the same price lost as a result
of the lawyers' actions.  The California divorce court judge
denied their legal efforts to interfere with the sale, and
prohibited them from contacting the buyer.  They ignored the
orders and did so anyway.  The buyer backed out of the sale.  They
then used the media to destroy the Club's reputation -- all with
one goal in mind -- steal the Club at a fraction of its value.
That is exactly what is happening now.

"When the law firm threatened further litigation after the
collapse of the sale, I had no choice but to allow her to buy me
out of the Club in order to stop any further damage.  She assured
me, the members, and represented in court that she had secured
over $500 million dollars available to pay off Credit Suisse in
full, pay all accounts payable, (then current), and have
sufficient operating capital going forward.  I reiterate: The same
unscrupulous lawyers represented to the court that they had this
money available when they interfered with the sale. See Court
pleadings and transcripts publicly available.

"Last week, I announced my desire to prepare a bid in the pending
bankruptcy proceedings to insure that the hard working men and
woman -- my friends -- who have not been paid as unsecured
creditors, would be paid; that Credit Suisse would be fairly dealt
with; and that the members' interests would be safeguarded. That
was why I made my announcement.  I cannot go forward until the
exclusivity period is lifted by the bankruptcy judge.  When that
happens, I intend on moving forward with this plan.

"Not coincidentally, most of the media attention with false
accusations has paralleled court proceedings designed to extract
money from me.  The original media campaign several years ago
involved the so-called LeMond case accusing me of ridiculous
accusations that I diverted Club monies outside the ordinary
course of business and engaged in fraudulent financial
transactions.  These accusations will now be conclusively proven
to be false.  It is my turn to have my day in court.

"ALL financial transactions involving the Yellowstone Club have
always been audited by KPMG, have ALL been done in the ordinary
course of business, and in compliance with ALL laws, state and
federal.

"The Credit Suisse loan was approved by armies of accountants,
lawyers, securities experts, the bond rating agencies, lawyers and
accountants for Credit Suisse, and for the bondholders buying the
bonds, etc with full disclosure.  Credit Suisse did a total of 15
identical credit facilities totaling more than $4 billion dollars.
Trying to re-write history on these commonly utilized transactions
(in the thousands over the prior 20 years) would constitute a
dismemberment of our financial system.

"On August 13, 2008, the day I sold to my ex-wife, the Credit
Suisse loan was not in default, was fully current, and had never
been a day late.  The Credit Suisse loan covenants allowed the
borrower to declare dividends or permit the borrowing of
$209 million dollars of the loan proceeds.  That was the agreement
approved by armies of lawyers, accountants and the bond rating
agencies.  The current motion to file a law suit against Credit
Suisse is baseless.  I am confident that they will prevail."

                   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.


YOUNG BROADCASTING: Files for Bankruptcy to Fix Balance Sheet
-------------------------------------------------------------
Young Broadcasting Inc. (Pink Sheets:YBTVA) and certain of its
subsidiaries announced on Friday that to restructure its balance
sheet and to ensure the Company's long-term financial health, it
has filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.  As is normal in such cases, Young
Broadcasting plans to continue operating its television stations
without interruption.

"Our decision to restructure through a Chapter 11 filing will
allow the Company to bring its debt in line with current economic
realities so that we can emerge a stronger and more financially
secure company.  It is important to note that we are restructuring
our debt, not our operations.  We believe that the Company will
emerge from Chapter 11 better equipped to thrive in this changing
economic environment with less leverage.  I strongly believe that
our Chapter 11 filing is in the best interests of Young
Broadcasting, its viewers, advertisers, employees, and other key
constituents," said Vincent Young, Chairman of Young Broadcasting.

Young Broadcasting has set-up a toll-free reorganization hotline
(866-212-0222), for viewers, advertisers, employees, or other
interested parties who may have questions related to the
reorganization. In addition, parties are encouraged to visit the
Company's Chapter 11 case information website at
http://chapter11.epiqsystems.com/ybc,for updates and other
information surrounding the bankruptcy filing.

Young Broadcasting determined to forego making a $4.513 million
interest payment due February 6 on the Company's Senior Secured
Credit Facility due 2012, as part of a strategy to preserve
liquidity.  Under the terms of the facility, a 10-day grace period
will apply to the missed interest payment.

Trading on Young Broadcasting's common stock was suspended
effective at the open of business on January 27, 2009.  Young
Broadcasting had received a notification from the NASDAQ Hearings
Panel that the Company's common stock would be delisted from The
NASDAQ Stock Market since the Company failed to meet certain of
the NASDAQ requirements for continued listing.

The Company had said it does not intend to appeal the NASDAQ
Hearing Panel's determination, and that the Company was working
with a market maker to complete the application to have its common
stock quoted on the OTC Bulletin Board, a regulated quotation
service for over-the-counter securities.

Westport Asset Management, Inc. and Westport Advisers LLC, on
Friday, disclosed that they beneficially own 1,003,100 shares,
representing 4.60%, of Young Broadcasting's common stock.
Westport Asset Management owns 50% of Westport Advisers LLC.
Westport Asset Management is an investment advisor and Westport
Advisers LLC is an investment advisor for a Series of Public
Mutual Funds.

                     About Young Broadcasting

Young Broadcasting Inc. (Pink Sheets: YBTVA.PK) --
http://www.youngbroadcasting.com/-- owns 10 television stations
and the national television representation representation firm,
Adam Young Inc.  Five stations are affiliated with the ABC
Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY,
WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV -
Green Bay, WI), three are affiliated with the CBS Television
Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-
TV - Sioux Falls, SD), one is affiliated with the NBC Television
Network (KWQC-TV - Davenport, IA) and one is affiliated with
MyNetwork (KRON-TV - San Francisco, CA). In addition, KELO-TV-
Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.


YOUNG BROADCASTING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Young Broadcasting, Inc.
        599 Lexington Avenue
        New York, NY 10022

Bankruptcy Case No.: 09-10645

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Young Broadcasting of Davenport, Inc.              09-10648
Winnebago Television Corporation                   09-10649
Young Broadcasting of Green Bay, Inc.              09-10650
KLFY, L.P.                                         09-10651
Young Broadcasting of Knoxville, Inc.              09-10652
LAT, Inc.                                          09-10653
WATE, G.P.                                         09-10655
WKRN, G.P.                                         09-10656
Young Broadcasting of Los Angeles, Inc.            09-10657
YBK, Inc.                                          09-10658
YBT, Inc.                                          09-10659
Young Broadcasting of San Francisco, Inc.          09-10660
Young Broadcasting of Louisiana, Inc.              09-10661
Young Broadcasting of Sioux Falls, Inc.            09-10662
Adam Young, Inc..                                  09-10663
Honey Bucket Films, Inc.                           09-10664
Young Broadcasting of Nashville, LLC.              09-10665
Fidelity Television, Inc.                          09-10666
Young Broadcasting Shared Services, Inc.           09-10968
Young Broadcasting of Nashville, Inc.              09-10669
Young Broadcasting of Rapid City, Inc.             09-10670
Young Broadcasting of Lansing, Inc.                09-10671
Young Broadcasting of Richmond, Inc.               09-10672
Young Broadcasting of Albany, Inc.                 09-10673

Related Information: The Debtors own 10 television stations and
                     the national television representation firm,
                     Adam Young Inc.  Five stations are
                     affiliated with the ABC Television Network
                     (WKRN-TV - Nashville, TN, WTEN-TV - Albany,
                     NY, WRIC-TV - Richmond, VA, WATE-TV -
                     Knoxville, TN, and WBAY-TV -Green Bay, WI),
                     three are affiliated with the CBS Television
                     Network (WLNS-TV - Lansing, MI, KLFY-TV -
                     Lafayette, LA and KELO- TV - Sioux Falls,
                     SD), one is affiliated with the NBC
                     Television Network (KWQC-TV - Davenport, IA)
                     and one is affiliated with MyNetwork (KRON-
                     TV - San Francisco, CA).  In addition, KELO-
                     TV-Sioux Falls, SD is also the MyNetwork
                     affiliate in that market through the use of
                     its digital channel capacity.

                     As reported by the Troubled Company Reporter
                     on Jan. 19, 2009, Young Broadcasting did not
                     make the $6.125 million interest payment due
                     Jan. 15 on the company's 8.75% Senior
                     Subordinated Notes due 2014 to preserve
                     liquidity.  Under the indenture relating to
                     the Notes, a 30-day grace period will apply
                     to the missed interest payment.

                     See: http://www.youngbroadcasting.com

Chapter 11 Petition Date: February 13, 2009

Court: Southern District of New York

Judge: Arthur J. Gonzalez

Debtor's Counsel: Jo Christine Reed, Esq.
                  Sonnenschein Nath & Rosenthal LLP
                  1221 Avenue of the Americas
                  New York, New York 10020
                  Tel: (212) 398-5832
                  Fax: (212) 768-6800
                  http://www.sonnenschein.com

Consultant: UBS Securities LLC

Accountant: Ernst & Young LLP

Claims Agent: Epiq Bankruptcy Solutions LLC

Chief Restructuring Officer: David Pauker

Total Assets: $575,600,070

Total Debts: $980,425,190

The Debtors are now asking the Court for permission to waive to
file a list of creditors and set certain procedures to notify
their creditors of commencement of their cases.

The petition was signed by James A. Morgan, Esq. chief financial
officer.


* Grant Thornton Says Over 30% of Homebuilders Are Bankruptcy Risk
------------------------------------------------------------------
Based on a review of the 33 U.S. homebuilders with more than
$10 million in revenue, more than 30% are in financial distress
and in danger of filing for bankruptcy, according to an analysis
by Grant Thornton LLP's Corporate Advisory and Restructuring
Services.

"It's striking when you see just how much cash flow has continued
to decline for the better builders," said John Bittner, partner at
Grant Thornton Corporate Advisory and Restructuring Services.
"This year it will be all about keeping cash flow positive by
cutting operating costs and liquidating assets.  It'll get to a
point, however, when builders get rid of the assets with the most
value and expenses can't be cut much further.  After that, there's
not much they can do except wait for a turnaround in the housing
market."

Records show 143 U.S. homebuilders filed for bankruptcy last year
versus 80 in 2007.  To remain viable, many will be forced to
continue to reduce expenses and cut prices on existing inventory
to increase cash flow, in contrast to their previous focus on
revenue growth for the better part of this decade.

"It wouldn't surprise me to see one or two of the top 10
homebuilders filing this year," said Mr. Bittner.  "But in most
cases, the current lending environment is unique in that as long
as a builder has positive cash flow, the lender doesn't want to
foreclose or force a bankruptcy filing.  Recovery is more likely
if a bank can be patient with a borrower.  Positive cash flow and
ability to service interest on a credit facility provides for a
better negotiation position with the lender."

According to Grant Thornton principal Tim Skillman, southern
California and Florida are key markets to watch for evidence of a
national turnaround.

"We won't begin to see a recovery until these regions bottom out,"
Mr. Bittner said.  "The indicator will be not the quantity of
sales, but the median price of homes sold."

Mr. Skillman believes expense reduction will be critical.  Average
revenue per homebuilder declined to $1.9 million last year versus
its peak at $3.7 million in 2006, a nearly 50% drop.  Homebuilders
that significantly scale back new-land purchases and maintain both
positive cash flow and maximum cash balance on hand will be in an
improved position to combat distress.

"In this recession, the decline in housing starts up to this point
has been largely a result of the contraction in the financing
market," said Mr. Skillman.  "With unemployment rates rising
across the country, we could see a 'double dip' in housing starts
and home prices."

            About Grant Thornton Corporate Advisory

Grant Thornton's Corporate Advisory and Restructuring Services
launched its U.S. practice in 2006 and has grown to include more
than 85 professionals in eight offices, serving more than three
dozen clients.  The Corporate Advisory and Restructuring Services
team works with underperforming and transitional companies and
their stakeholders.  They quickly evaluate the financial and
operational issues adversely affecting performance, assess the
strategic alternatives and develop and execute comprehensive plans
to address the challenges.  Grant Thornton's world-class advisory
team delivers in-depth evaluations and balanced insight through a
comprehensive, holistic approach.

                  About Grant Thornton LLP

Grant Thornton International Ltd -- http://www.GrantThornton.com-
- provides personalized attention and the highest quality service
to public and private clients in more than 100 countries.  Grant
Thornton LLP is the U.S. member firm of Grant Thornton
International Ltd, one of the six global audit, tax and advisory
organizations.  Grant Thornton International Ltd. and its member
firms are not a worldwide partnership, as each member firm is a
separate and distinct legal entity.


* $787B Stimulus Plan Gets Congress OK, President to Sign Tuesday
-----------------------------------------------------------------
Greg Hitt and Jonathan Weisman at The Wall Street Journal report
that the Congress has approved the $787.2 billion stimulus
package, which is a mix of government spending and tax cuts, after
246 Democrats voted in favor of the plan.

WSJ relates that the Democratic Congress adopted last year a
stimulus package that was less than a third the size of the
revised $787.2 billion plan.

On Friday, the Congress voted to pass a compromise economic
recovery package of spending provisions, tax cuts, and aid to
laid-off workers and their families, after a month of debate, WSJ
states.  According to WSJ, the stimulus plan didn't get any vote
from members of the Republican in the House.  The report says that
seven Democrats joined 176 Republicans in opposition.

WSJ reports that three Senate Republicans had joined with 57
Senate Democrats in support of the package, while 38 Republicans
voted against it.  WSJ relates that the plan, receiving 60-38 from
the Senate, would be sent to the White House for President Barack
Obama to sign into law.  The Associated Press and Reuters say that
the signing will be on Tuesday.

According to WSJ, the White House estimates that the stimulus plan
will create or preserve about 3.5 million jobs.  WSJ says that
administration officials admitted that they gave up some "economic
punch" to get the bill passed.  The report says that a $70 billion
measure holding 26 million middle-income Americans harmless from
the alternative minimum tax was kept in at the request of Senate
Republican backers of the bill.

WSJ reports that a third of the stimulus package involves tax cuts
for business and individuals, including:

     -- a $400 payroll-tax holiday for employees,
     -- an expanded child tax credit, and
     -- more generous tax breaks for college expenses.

New incentives would also be provided for those who buy
automobiles and for first-time homebuyers, WSJ states.

WSJ relates that over the next two years, billions of dollars will
be used:

     -- to expand unemployment benefits,

     -- to help cash-strapped states avoid cuts in education and
        health care for the poor, and

     -- for job-creating investments in scientific research,
        green technologies, and road construction, among other
        things.

A $250 one-time payment would be made to millions of retirees,
while employees who have been laid off would receive new subsidies
to continue their health-care coverage, WSJ says.

The package is needed to "ignite spending by businesses and
consumers" and "make the investments necessary for lasting
economic growth and prosperity," but that legislation is "only the
beginning" of what will ultimately be "a long and difficult
process of turning our economy" around, WSJ states, citing
President Obama.


* BOND PRICING -- For the Week From Feb. 9 to Feb. 13
-----------------------------------------------------

Company              Coupon        Maturity      Bid Price
-------              ------        --------      ---------
155 E TROPICANA        8.75%       4/1/2012          44.13
ABITIBI-CONS FIN       7.88%       8/1/2009           71.5
ACE CASH EXPRESS      10.25%      10/1/2014          18.68
ADVANTA CAP TR         8.99%     12/17/2026            5.5
AFFINITY GROUP            9%      2/15/2012             45
AHERN RENTALS          9.25%      8/15/2013             30
ALABAMA POWER           5.5%      10/1/2042          48.88
ALERIS INTL INC           9%     12/15/2014           0.25
ALERIS INTL INC          10%     12/15/2016            1.6
ALLIED CAP CORP           6%       4/1/2012             31
ALLIED CAP CORP        6.63%      7/15/2011             30
AMD                    7.75%      11/1/2012          42.67
AMER AXLE & MFG        5.25%      2/11/2014          22.43
AMER AXLE & MFG        7.88%       3/1/2017             15
AMER CAP STRATEG       6.85%       8/1/2012             35
AMER GENL FIN             3%      7/15/2009          87.39
AMER GENL FIN           3.3%      6/15/2010          50.88
AMER GENL FIN          3.45%      4/15/2010             48
AMER GENL FIN          3.85%      9/15/2009          91.85
AMER GENL FIN          3.88%      10/1/2009          83.63
AMER GENL FIN             4%      8/15/2009          85.31
AMER GENL FIN             4%      9/15/2009          30.05
AMER GENL FIN             4%     11/15/2009             85
AMER GENL FIN             4%     11/15/2009           84.5
AMER GENL FIN             4%     12/15/2009           76.6
AMER GENL FIN             4%     12/15/2009          76.45
AMER GENL FIN             4%      3/15/2011           48.7
AMER GENL FIN           4.1%      1/15/2010             50
AMER GENL FIN          4.13%      1/15/2010          74.46
AMER GENL FIN           4.2%     10/15/2009          72.08
AMER GENL FIN          4.25%     11/15/2009          78.83
AMER GENL FIN          4.35%      9/15/2009          83.11
AMER GENL FIN          4.35%      3/15/2010          71.09
AMER GENL FIN           4.5%      7/15/2009           87.9
AMER GENL FIN           4.5%      9/15/2009             65
AMER GENL FIN           4.5%      3/15/2010          71.03
AMER GENL FIN           4.6%     11/15/2009          78.86
AMER GENL FIN           4.6%      9/15/2010           55.1
AMER GENL FIN          4.63%      5/15/2009          93.82
AMER GENL FIN          4.63%       9/1/2010           65.5
AMER GENL FIN           4.7%     12/15/2009          76.89
AMER GENL FIN           4.7%     10/15/2010          61.18
AMER GENL FIN          4.75%      4/15/2010          70.01
AMER GENL FIN           4.8%      8/15/2009          85.64
AMER GENL FIN          4.85%     12/15/2009          77.99
AMER GENL FIN          4.88%      5/15/2010           65.5
AMER GENL FIN          4.88%      6/15/2010          68.63
AMER GENL FIN          4.88%      7/15/2012           44.7
AMER GENL FIN           4.9%     12/15/2009          82.58
AMER GENL FIN             5%      9/15/2009             81
AMER GENL FIN             5%      1/15/2010             65
AMER GENL FIN             5%      9/15/2010          55.48
AMER GENL FIN          5.15%      6/15/2009          90.39
AMER GENL FIN          5.15%      8/15/2009          85.81
AMER GENL FIN           5.2%      6/15/2010           65.5
AMER GENL FIN          5.25%      7/15/2010          65.44
AMER GENL FIN           5.3%      6/15/2009          90.32
AMER GENL FIN          5.35%      7/15/2010          59.25
AMER GENL FIN          5.38%       9/1/2009           84.5
AMER GENL FIN          5.38%      10/1/2012          47.68
AMER GENL FIN          5.65%      7/15/2010          66.71
AMER GENL FIN          7.75%      9/15/2010             75
AMER GENL FIN          7.85%      8/15/2010             65
AMER GENL FIN           7.9%      9/15/2010          65.54
AMER GENL FIN             8%      8/15/2010          59.73
AMER GENL FIN             8%      9/15/2010          66.66
AMER MEDIA OPER        8.88%      1/15/2011             30
AMES TRUE TEMPER         10%      7/15/2012           34.9
AMR CORP              10.13%      6/15/2011          47.75
AMR CORP               10.4%      3/10/2011           42.5
AMR CORP              10.42%      3/15/2011             60
AMR CORP              10.45%      3/10/2011             60
ANTHRACITE CAP        11.75%       9/1/2027          25.56
ANTIGENICS             5.25%       2/1/2025          24.32
APPLETON PAPERS        9.75%      6/15/2014           22.5
ARCO CHEMICAL CO        9.8%       2/1/2020           17.5
ARCO CHEMICAL CO      10.25%      11/1/2010             17
ARVIN INDUSTRIES       7.13%      3/15/2009           96.5
ARVINMERITOR           8.75%       3/1/2012          33.25
ASARCO INC             7.88%      4/15/2013           23.5
ASBURY AUTO GRP           3%      9/15/2012             33
ASHTON WOODS USA        9.5%      10/1/2015           19.5
ASSURED GUARANTY        6.4%     12/15/2066          12.63
ATHEROGENICS INC        1.5%       2/1/2012             12
ATHEROGENICS INC        4.5%       9/1/2008           8.25
ATHEROGENICS INC        4.5%       3/1/2011            8.5
AVENTINE RENEW           10%       4/1/2017           16.6
AVIS BUDGET CAR        7.63%      5/15/2014          31.25
BANK NEW ENGLAND       8.75%       4/1/1999           5.13
BANK NEW ENGLAND       9.88%      9/15/1999           5.38
BANKUNITED CAP         3.13%       3/1/2034           9.38
BARRINGTON BROAD       10.5%      8/15/2014          10.38
BEAZER HOMES USA       4.63%      6/15/2024           37.5
BEAZER HOMES USA       8.38%      4/15/2012             43
BEAZER HOMES USA       8.63%      5/15/2011           52.5
BELL MICROPRODUC       3.75%       3/5/2024             18
BELL MICROPRODUC       3.75%       3/5/2024          15.63
BON-TON DEPT STR      10.25%      3/15/2014             17
BON-TON DEPT STR      10.25%      3/15/2014             13
BORDEN INC             7.88%      2/15/2023            1.2
BORDEN INC             8.38%      4/15/2016            4.5
BORDEN INC              9.2%      3/15/2021           1.63
BOWATER INC             6.5%      6/15/2013           20.5
BOWATER INC               9%       8/1/2009             33
BOWATER INC            9.38%     12/15/2021          19.75
BOWATER INC             9.5%     10/15/2012          13.25
BRODER BROS CO        11.25%     10/15/2010             28
BRUNSWICK CORP            5%       6/1/2011          48.91
BUFFALO THUNDER        9.38%     12/15/2014           7.88
BURLINGTON COAT       11.13%      4/15/2014           31.5
CALLON PETROLEUM       9.75%      12/8/2010             52
CAPMARK FINL GRP       5.88%      5/10/2012          33.75
CARAUSTAR INDS         7.25%       5/1/2010           51.5
CARAUSTAR INDS         7.38%       6/1/2009          52.75
CCH I LLC              9.92%       4/1/2014           4.11
CCH I LLC                10%      5/15/2014           3.75
CCH I LLC                10%      5/15/2014          37.75
CCH I LLC             11.13%      1/15/2014            2.5
CCH I LLC             12.13%      1/15/2015           1.98
CCH I LLC              13.5%      1/15/2014              3
CCH I/CCH I CP           11%      10/1/2015          18.25
CCH I/CCH I CP           11%      10/1/2015          18.25
CCH I/CCH I CP           11%      10/1/2015             17
CCH I/CCH I CP           11%      10/1/2015             15
CCH II/CCH II CP      10.25%      9/15/2010          76.75
CELL GENESYS INC       3.13%      11/1/2011             40
CHAMPION ENTERPR       2.75%      11/1/2037          12.75
CHAMPION ENTERPR       7.63%      5/15/2009          89.25
CHAPARRAL ENERGY        8.5%      12/1/2015           22.5
CHAPARRAL ENERGY       8.88%       2/1/2017           23.5
CHARTER COMM HLD       9.63%     11/15/2009          79.13
CHARTER COMM HLD         10%       4/1/2009          95.88
CHARTER COMM HLD         10%      5/15/2011          12.98
CHARTER COMM HLD      10.75%      10/1/2009            5.9
CHARTER COMM HLD      11.13%      1/15/2011           5.06
CHARTER COMM HLD      11.75%      5/15/2011              2
CHARTER COMM HLD      12.13%      1/15/2012           2.25
CHARTER COMM HLD       13.5%      1/15/2011           2.25
CHARTER COMM INC        6.5%      10/1/2027            3.5
CHENIERE ENERGY        2.25%       8/1/2012           16.5
CIRCUS CIRCUS          7.63%      7/15/2013           30.1
CITADEL BROADCAS          4%      2/15/2011          40.25
CLAIRE'S STORES        9.25%       6/1/2015             23
CLAIRE'S STORES        10.5%       6/1/2017          19.25
CLEAR CHANNEL          4.25%      5/15/2009          69.94
CLEAR CHANNEL           4.4%      5/15/2011             19
CLEAR CHANNEL           4.5%      1/15/2010             35
CLEAR CHANNEL           4.9%      5/15/2015          17.25
CLEAR CHANNEL             5%      3/15/2012           6.75
CLEAR CHANNEL           5.5%      9/15/2014             10
CLEAR CHANNEL           5.5%     12/15/2016             10
CLEAR CHANNEL          5.75%      1/15/2013           12.5
CLEAR CHANNEL          6.25%      3/15/2011          18.25
CLEAR CHANNEL          6.88%      6/15/2018          10.75
CLEAR CHANNEL          7.25%     10/15/2027           10.5
CLEAR CHANNEL          7.65%      9/15/2010             64
CLEAR CHANNEL         10.75%       8/1/2016          19.25
CMP SUSQUEHANNA        9.88%      5/15/2014           4.13
COEUR D'ALENE          1.25%      1/15/2024           41.5
COEUR D'ALENE          3.25%      3/15/2028             28
COLLEGIATE PAC         5.75%      12/1/2009             78
COLONIAL BANK             8%      3/15/2009           89.8
COMPUCREDIT            3.63%      5/30/2025             29
CONEXANT SYSTEMS          4%       3/1/2026          43.03
CONSTAR INTL             11%      12/1/2012              4
COOPER-STANDARD           7%     12/15/2012           15.5
COOPER-STANDARD        8.38%     12/15/2014             19
CREDENCE SYSTEM         3.5%      5/15/2010             22
CYMER INC               3.5%      2/15/2009          99.75
DAE AVIATION          11.25%       8/1/2015          36.41
DAYTON SUPERIOR          13%      6/15/2009          60.13
DECODE GENETICS         3.5%      4/15/2011              5
DECODE GENETICS         3.5%      4/15/2011           8.38
DELPHI CORP             6.5%      8/15/2013           2.75
DELPHI CORP            8.25%     10/15/2033              1
DEVELOP DIV RLTY       5.25%      4/15/2011           51.5
DEVELOPERS DIVER        3.5%      8/15/2011          44.35
DEVELOPERS DIVER        3.5%      8/15/2011           45.5
DEX MEDIA INC             8%     11/15/2013           10.5
DEX MEDIA WEST         5.88%     11/15/2011          27.38
DEX MEDIA WEST          8.5%      8/15/2010          45.38
DEX MEDIA WEST          8.5%      8/15/2010             63
DEX MEDIA WEST         9.88%      8/15/2013             28
DOLE FOODS CO          8.63%       5/1/2009            100
DOLLAR GENERAL         8.63%      6/15/2010          71.25
DOWNSTREAM DEVEL       15.5%      10/4/2016          36.25
DRIVETIME AUTO        11.25%       7/1/2013           43.5
DUANE READE INC        9.75%       8/1/2011          56.13
DUNE ENERGY INC        10.5%       6/1/2012           35.5
E*TRADE FINL              8%      6/15/2011          58.03
ENERGY PARTNERS        9.75%      4/15/2014          32.88
EOP OPERATING LP          7%      7/15/2011          38.93
EPIX MEDICAL INC          3%      6/15/2024          35.25
EVERGREEN SOLAR           4%      7/15/2013             27
FGIC CORP                 6%      1/15/2034          10.63
FIBERTOWER CORP           9%     11/15/2012          25.63
FINISAR CORP            2.5%     10/15/2010          52.38
FINLAY FINE JWLY       8.38%       6/1/2012           7.96
FIRST DATA CORP         4.5%      6/15/2010             55
FIRST DATA CORP         4.7%       8/1/2013          25.12
FLOTEK INDS            5.25%      2/15/2028             31
FONTAINEBLEAU LA         11%      6/15/2015           8.98
FORD HOLDINGS           9.3%       3/1/2030           18.5
FORD HOLDINGS          9.38%       3/1/2020             22
FORD MOTOR CO           6.5%       8/1/2018             24
FORD MOTOR CO          6.63%      2/15/2028             13
FORD MOTOR CO          6.63%      10/1/2028             15
FORD MOTOR CO          7.13%     11/15/2025             19
FORD MOTOR CO           7.4%      11/1/2046          18.91
FORD MOTOR CO           7.5%       8/1/2026          14.81
FORD MOTOR CO           7.7%      5/15/2097          14.68
FORD MOTOR CO          7.75%      6/15/2043          14.75
FORD MOTOR CO          8.88%      1/15/2022           20.2
FORD MOTOR CO           8.9%      1/15/2032           19.5
FORD MOTOR CO          9.22%      9/15/2021             22
FORD MOTOR CO           9.5%      9/15/2011          37.85
FORD MOTOR CO          9.95%      2/15/2032             16
FORD MOTOR CO          9.98%      2/15/2047          22.95
FORD MOTOR CRED        4.35%      2/20/2009           99.1
FORD MOTOR CRED         4.4%      3/20/2009             95
FORD MOTOR CRED         4.5%      2/20/2009             99
FORD MOTOR CRED         4.5%      3/20/2009            100
FORD MOTOR CRED         4.9%      9/21/2009          80.01
FORD MOTOR CRED           5%      8/20/2009          84.39
FORD MOTOR CRED           5%     10/20/2009          80.63
FORD MOTOR CRED           5%      1/20/2011          50.53
FORD MOTOR CRED           5%      2/22/2011             48
FORD MOTOR CRED        5.05%      9/21/2009           84.5
FORD MOTOR CRED         5.1%     11/20/2009             76
FORD MOTOR CRED         5.1%      2/22/2011             54
FORD MOTOR CRED        5.15%      1/20/2011          50.11
FORD MOTOR CRED         5.2%      3/21/2011             44
FORD MOTOR CRED         5.2%      3/21/2011             48
FORD MOTOR CRED        5.25%      1/20/2010          71.84
FORD MOTOR CRED        5.25%      2/22/2011          53.13
FORD MOTOR CRED        5.25%      3/21/2011             48
FORD MOTOR CRED        5.25%      9/20/2011             42
FORD MOTOR CRED         5.3%      3/21/2011          48.88
FORD MOTOR CRED        5.35%     12/21/2009             75
FORD MOTOR CRED        5.35%      2/22/2011             45
FORD MOTOR CRED         5.4%     12/21/2009             74
FORD MOTOR CRED         5.4%      1/20/2011          51.13
FORD MOTOR CRED         5.4%      9/20/2011           47.5
FORD MOTOR CRED         5.4%     10/20/2011             41
FORD MOTOR CRED        5.45%      6/21/2010             58
FORD MOTOR CRED        5.45%      4/20/2011          47.43
FORD MOTOR CRED        5.45%     10/20/2011          43.86
FORD MOTOR CRED         5.5%      6/22/2009             98
FORD MOTOR CRED         5.5%      6/22/2009          96.89
FORD MOTOR CRED         5.5%      2/22/2010          66.11
FORD MOTOR CRED         5.5%      2/22/2010             71
FORD MOTOR CRED         5.5%      4/20/2011             53
FORD MOTOR CRED         5.5%      9/20/2011             38
FORD MOTOR CRED        5.55%      6/21/2010          62.25
FORD MOTOR CRED        5.55%      8/22/2011             42
FORD MOTOR CRED        5.55%      9/20/2011          30.04
FORD MOTOR CRED         5.6%      4/20/2011             48
FORD MOTOR CRED         5.6%      8/22/2011          21.01
FORD MOTOR CRED         5.6%      9/20/2011          41.22
FORD MOTOR CRED         5.6%     11/21/2011             44
FORD MOTOR CRED         5.6%     11/21/2011          42.55
FORD MOTOR CRED        5.65%     12/20/2010             50
FORD MOTOR CRED        5.65%      7/20/2011             47
FORD MOTOR CRED        5.65%     11/21/2011          47.03
FORD MOTOR CRED        5.65%     12/20/2011             44
FORD MOTOR CRED        5.65%      1/21/2014             27
FORD MOTOR CRED         5.7%      3/22/2010          64.63
FORD MOTOR CRED         5.7%      5/20/2011          47.45
FORD MOTOR CRED         5.7%     12/20/2011           45.5
FORD MOTOR CRED         5.7%      1/20/2012             42
FORD MOTOR CRED        5.75%      1/20/2010          71.38
FORD MOTOR CRED        5.75%      3/22/2010             70
FORD MOTOR CRED        5.75%     12/20/2011          37.07
FORD MOTOR CRED        5.75%      2/21/2012             32
FORD MOTOR CRED         5.8%     11/22/2010             60
FORD MOTOR CRED         5.8%      8/22/2011          49.02
FORD MOTOR CRED        5.85%      5/20/2010          51.02
FORD MOTOR CRED        5.85%      6/21/2010             60
FORD MOTOR CRED        5.85%      7/20/2010           58.2
FORD MOTOR CRED        5.85%      7/20/2011           39.2
FORD MOTOR CRED        5.85%      1/20/2012          40.59
FORD MOTOR CRED         5.9%      7/20/2011          51.27
FORD MOTOR CRED         5.9%      7/20/2011             42
FORD MOTOR CRED        5.95%      5/20/2010          60.08
FORD MOTOR CRED           6%      6/21/2010             67
FORD MOTOR CRED           6%     10/20/2010             62
FORD MOTOR CRED           6%      1/20/2012             43
FORD MOTOR CRED           6%      3/20/2014          39.46
FORD MOTOR CRED           6%      3/20/2014          28.75
FORD MOTOR CRED           6%      3/20/2014             28
FORD MOTOR CRED        6.05%      7/20/2010             58
FORD MOTOR CRED        6.05%      6/20/2011             47
FORD MOTOR CRED         6.1%      6/20/2011             32
FORD MOTOR CRED        6.15%      9/20/2010             62
FORD MOTOR CRED        6.15%      5/20/2011          44.62
FORD MOTOR CRED         6.2%      5/20/2011           44.7
FORD MOTOR CRED         6.2%      6/20/2011             48
FORD MOTOR CRED        6.25%      8/20/2010          55.14
FORD MOTOR CRED        6.25%      6/20/2011          46.55
FORD MOTOR CRED        6.25%      6/20/2011             50
FORD MOTOR CRED        6.25%      2/21/2012           36.6
FORD MOTOR CRED        6.25%      1/20/2015          26.33
FORD MOTOR CRED         6.3%      5/20/2010           68.5
FORD MOTOR CRED         6.3%      5/20/2014          28.63
FORD MOTOR CRED        6.35%      9/20/2010             56
FORD MOTOR CRED        6.35%      4/21/2014             30
FORD MOTOR CRED         6.5%      8/20/2010          60.09
FORD MOTOR CRED         6.5%     12/20/2013          32.18
FORD MOTOR CRED        6.55%      8/20/2010             59
FORD MOTOR CRED        6.75%     10/21/2013          32.35
FORD MOTOR CRED        6.85%      5/20/2014           25.1
FORD MOTOR CRED        6.95%      4/20/2010          62.13
FORD MOTOR CRED           7%       7/1/2010             66
FORD MOTOR CRED           7%      8/15/2012          34.13
FORD MOTOR CRED         7.1%      9/20/2013           33.6
FORD MOTOR CRED         7.2%      9/27/2010           61.5
FORD MOTOR CRED        7.25%      3/22/2010             70
FORD MOTOR CRED         7.3%      1/23/2012          35.35
FORD MOTOR CRED         7.5%      4/25/2011           50.5
FORD MOTOR CRED        7.72%      5/17/2010           63.2
FOX ACQUISITION       13.38%      7/15/2016           35.5
FREESCALE SEMICO       8.88%     12/15/2014          25.13
FREESCALE SEMICO       8.88%     12/15/2014             22
FREESCALE SEMICO      10.13%     12/15/2016          18.63
FREESCALE SEMICO      10.13%     12/15/2016          28.75
FRONTIER AIRLINE          5%     12/15/2025           17.5
G-I HOLDINGS             10%      2/15/2006            1.6
GENCORP INC            2.25%     11/15/2024             42
GENCORP INC               4%      1/16/2024           64.5
GENERAL MOTORS         6.75%       5/1/2028          15.75
GENERAL MOTORS         7.13%      7/15/2013           14.5
GENERAL MOTORS          7.2%      1/15/2011           19.5
GENERAL MOTORS         7.38%      5/23/2048             11
GENERAL MOTORS          7.4%       9/1/2025             14
GENERAL MOTORS          7.7%      4/15/2016          12.77
GENERAL MOTORS          8.1%      6/15/2024           12.5
GENERAL MOTORS         8.25%      7/15/2023          14.23
GENERAL MOTORS         8.38%      7/15/2033          15.55
GENERAL MOTORS          8.8%       3/1/2021          14.65
GENERAL MOTORS          9.4%      7/15/2021          16.75
GENERAL MOTORS         9.45%      11/1/2011          16.77
GEORGIA GULF CRP       7.13%     12/15/2013             33
GEORGIA GULF CRP        9.5%     10/15/2014          15.75
GEORGIA GULF CRP      10.75%     10/15/2016              4
GGP LP                 3.98%      4/15/2027           8.81
GMAC LLC               4.05%      2/15/2009          98.88
GMAC LLC                4.1%      2/15/2009          99.25
GMAC LLC                4.1%      3/15/2009             97
GMAC LLC                4.1%      3/15/2009           96.5
GMAC LLC               4.25%      2/15/2009          99.34
GMAC LLC               4.25%      3/15/2009             96
GMAC LLC               4.25%      3/15/2009           97.5
GMAC LLC                4.5%      4/15/2009          96.07
GMAC LLC                4.5%      4/15/2009          94.95
GMAC LLC                4.7%      5/15/2009           92.5
GMAC LLC               4.85%      5/15/2009          91.97
GMAC LLC                4.9%     10/15/2009           81.5
GMAC LLC                4.9%     10/15/2009          81.16
GMAC LLC               4.95%     10/15/2009             80
GMAC LLC                  5%      8/15/2009          78.42
GMAC LLC                  5%      8/15/2009          79.53
GMAC LLC                  5%      9/15/2009             82
GMAC LLC                  5%      9/15/2009           83.5
GMAC LLC               5.05%      7/15/2009          80.19
GMAC LLC                5.1%      7/15/2009          84.08
GMAC LLC                5.1%      8/15/2009          78.12
GMAC LLC                5.2%     11/15/2009          78.19
GMAC LLC                5.2%     11/15/2009          74.27
GMAC LLC               5.25%      5/15/2009          92.25
GMAC LLC               5.25%      7/15/2009          86.25
GMAC LLC               5.25%      8/15/2009             79
GMAC LLC               5.25%     11/15/2009             77
GMAC LLC                5.3%      1/15/2010           70.1
GMAC LLC               5.35%      6/15/2009             88
GMAC LLC               5.35%     12/15/2009             78
GMAC LLC               5.35%     12/15/2009             77
GMAC LLC                5.4%      5/15/2009             85
GMAC LLC                5.4%      6/15/2009             88
GMAC LLC                5.5%      2/15/2009          99.62
GMAC LLC                5.5%      6/15/2009             86
GMAC LLC                5.5%      1/15/2010             62
GMAC LLC               5.63%      5/15/2009           94.5
GMAC LLC               5.85%      3/15/2009          97.37
GMAC LLC               5.85%      2/15/2010           73.5
GMAC LLC               5.85%      6/15/2013          33.11
GMAC LLC                  6%      1/15/2010          74.82
GMAC LLC                  6%      2/15/2010             76
GMAC LLC               6.05%      3/15/2010          60.18
GMAC LLC                6.1%      4/15/2009          94.79
GMAC LLC                6.1%      5/15/2009          44.75
GMAC LLC               6.15%      3/15/2010          70.15
GMAC LLC               6.25%      5/15/2009          93.05
GMAC LLC               6.25%      3/15/2013             33
GMAC LLC               6.25%      7/15/2013          20.87
GMAC LLC                6.3%      6/15/2009          83.91
GMAC LLC                6.3%      6/15/2009             88
GMAC LLC                6.3%      7/15/2009          84.72
GMAC LLC               6.38%      6/15/2010          68.95
GMAC LLC                6.5%      6/15/2009          71.65
GMAC LLC                6.5%     10/15/2009          80.55
GMAC LLC                6.5%      3/15/2010             73
GMAC LLC                6.5%      7/15/2012          37.75
GMAC LLC                6.5%      6/15/2013             25
GMAC LLC               6.63%     10/15/2011           48.5
GMAC LLC               6.65%      2/15/2013          33.25
GMAC LLC               6.75%      9/15/2011           47.1
GMAC LLC               6.75%     10/15/2011             43
GMAC LLC               6.75%     10/15/2011           45.2
GMAC LLC               6.75%      9/15/2012             34
GMAC LLC                6.8%      7/15/2009          88.25
GMAC LLC                6.8%     11/15/2009          73.31
GMAC LLC                6.8%     12/15/2009          20.89
GMAC LLC               6.85%      7/15/2009          86.67
GMAC LLC               6.88%      4/15/2013          36.75
GMAC LLC                6.9%      6/15/2009          89.72
GMAC LLC                  7%      7/15/2009          86.75
GMAC LLC                  7%      9/15/2009          77.43
GMAC LLC                  7%      9/15/2009           80.5
GMAC LLC                  7%     10/15/2009             80
GMAC LLC                  7%     11/15/2009          78.75
GMAC LLC                  7%      3/15/2010           72.5
GMAC LLC                  7%     10/15/2011          49.01
GMAC LLC                  7%      9/15/2012          38.48
GMAC LLC               7.05%     10/15/2009          80.48
GMAC LLC                7.1%      9/15/2012          37.88
GMAC LLC                7.1%      1/15/2013             37
GMAC LLC               7.13%      8/15/2009             80
GMAC LLC               7.13%      8/15/2012          39.86
GMAC LLC                7.2%      8/15/2009          84.84
GMAC LLC               7.25%      1/15/2010          66.87
GMAC LLC               7.25%      8/15/2012           36.5
GMAC LLC                7.5%     10/15/2012          36.95
GMAC LLC               7.55%      8/15/2010             30
GMAC LLC               7.63%     11/15/2012          41.31
GMAC LLC                7.7%      8/15/2010             66
GMAC LLC                7.7%      8/15/2010             35
GMAC LLC               7.75%     10/15/2012          40.19
GMAC LLC               7.85%      8/15/2010          66.79
GMAC LLC               7.88%     11/15/2012             44
GMAC LLC                  8%      6/15/2010           65.5
GMAC LLC                  8%      6/15/2010             65
GMAC LLC                  8%      7/15/2010          67.79
GMAC LLC                  8%      9/15/2010             30
GMAC LLC                  8%      8/15/2015             16
GMAC LLC               8.25%      9/15/2012          20.27
GMAC LLC                8.4%      4/15/2010             72
GMAC LLC                8.4%      8/15/2015           25.1
GMAC LLC                8.5%      8/15/2015             17
GRAHAM PACKAGING        8.5%     10/15/2012          39.38
GREAT LAKES CHEM          7%      7/15/2009          51.49
HAIGHTS CROSS OP      11.75%      8/15/2011          38.63
HANNA (MA) CO          6.52%      2/23/2010             60
HARRAHS OPER CO        5.38%     12/15/2013           13.5
HARRAHS OPER CO         5.5%       7/1/2010          38.38
HARRAHS OPER CO        5.63%       6/1/2015           8.25
HARRAHS OPER CO        5.75%      10/1/2017             10
HARRAHS OPER CO         6.5%       6/1/2016           8.25
HARRAHS OPER CO           8%       2/1/2011          23.83
HARRAHS OPER CO          10%     12/15/2015          27.84
HARRAHS OPER CO          10%     12/15/2018          26.68
HARRAHS OPER CO       10.75%       2/1/2016          17.94
HARRY & DAVID OP          9%       3/1/2013             33
HAWAIIAN TELCOM        9.75%       5/1/2013           5.75
HAWAIIAN TELCOM        12.5%       5/1/2015           0.85
HAWKER BEECHCRAF        8.5%       4/1/2015             19
HAWKER BEECHCRAF       9.75%       4/1/2017           11.5
HEADWATERS INC         2.88%       6/1/2016             30
HERTZ CORP             7.63%       6/1/2012             50
HEXION US/NOVA         9.75%     11/15/2014          17.63
HILTON HOTELS           7.5%     12/15/2017          21.52
HILTON HOTELS          8.25%      2/15/2011             39
HINES NURSERIES       10.25%      10/1/2011          13.75
HUTCHINSON TECH        3.25%      1/15/2026           29.5
IDEARC INC                8%     11/15/2016           5.63
IDEARC INC                8%     11/15/2016           2.25
INCYTE CORP             3.5%      2/15/2011             50
INDALEX HOLD           11.5%       2/1/2014          29.88
INN OF THE MOUNT         12%     11/15/2010          12.63
INTCOMEX INC          11.75%      1/15/2011          35.25
ISTAR FINANCIAL        5.13%       4/1/2011          38.38
ISTAR FINANCIAL        5.13%       4/1/2011           40.5
ISTAR FINANCIAL        5.15%       3/1/2012          37.99
ISTAR FINANCIAL        5.38%      4/15/2010          49.46
ISTAR FINANCIAL         5.5%      6/15/2012             39
ISTAR FINANCIAL        5.65%      9/15/2011           41.5
ISTAR FINANCIAL         5.8%      3/15/2011             43
ISTAR FINANCIAL           6%     12/15/2010             51
JAZZ TECHNOLOGIE          8%     12/31/2011          22.25
JEFFERSON SMURFI        7.5%       6/1/2013            8.5
JEFFERSON SMURFI       8.25%      10/1/2012              7
JPMORGAN CHASE            6%      2/15/2009          99.31
K HOVNANIAN ENTR        6.5%      1/15/2014           28.5
K HOVNANIAN ENTR       7.75%      5/15/2013           28.1
K HOVNANIAN ENTR          8%       4/1/2012             40
K HOVNANIAN ENTR       8.88%       4/1/2012             28
KAISER ALUMINUM       12.75%       2/1/2003              4
KELLWOOD CO            7.63%     10/15/2017           6.26
KELLWOOD CO            7.88%      7/15/2009             45
KEMET CORP             2.25%     11/15/2026             17
KEMET CORP             2.25%     11/15/2026          19.91
KEYSTONE AUTO OP       9.75%      11/1/2013             29
KIMBALL HILL INC       10.5%     12/15/2012           0.13
KKR FINANCIAL             7%      7/15/2012             38
KNIGHT RIDDER          4.63%      11/1/2014          16.06
KNIGHT RIDDER          5.75%       9/1/2017           20.5
KNIGHT RIDDER          6.88%      3/15/2029          18.75
KNIGHT RIDDER          7.13%       6/1/2011             24
KNIGHT RIDDER          7.15%      11/1/2027             20
KNIGHT RIDDER          9.88%      4/15/2009             75
LANDAMERICA            3.13%     11/15/2033             10
LANDAMERICA            3.25%      5/15/2034           14.5
LANDRY'S RESTAUR        9.5%     12/15/2014         100.43
LAZYDAYS RV           11.75%      5/15/2012          38.13
LAZYDAYS RV           11.75%      5/15/2012             10
LEAR CORP              5.75%       8/1/2014           19.5
LEAR CORP               8.5%      12/1/2013             21
LEAR CORP              8.75%      12/1/2016          19.38
LEAR CORP              8.75%      12/1/2016          23.38
LECROY CORP               4%     10/15/2026          33.84
LEHMAN BROS HLDG       3.95%     11/10/2009             12
LEHMAN BROS HLDG          4%      4/16/2019           6.02
LEHMAN BROS HLDG       4.25%      1/27/2010          12.55
LEHMAN BROS HLDG       4.38%     11/30/2010          12.55
LEHMAN BROS HLDG        4.5%      7/26/2010           11.8
LEHMAN BROS HLDG        4.5%       8/3/2011              5
LEHMAN BROS HLDG        4.7%       3/6/2013            8.8
LEHMAN BROS HLDG        4.8%      2/27/2013            5.5
LEHMAN BROS HLDG        4.8%      3/13/2014           13.3
LEHMAN BROS HLDG        4.8%      6/24/2023              8
LEHMAN BROS HLDG          5%      1/14/2011          13.75
LEHMAN BROS HLDG          5%      1/22/2013           5.06
LEHMAN BROS HLDG          5%      2/11/2013           4.56
LEHMAN BROS HLDG          5%      3/27/2013           6.12
LEHMAN BROS HLDG          5%      6/26/2015           4.25
LEHMAN BROS HLDG          5%       8/5/2015              5
LEHMAN BROS HLDG          5%     12/18/2015            6.8
LEHMAN BROS HLDG          5%      5/28/2023           7.13
LEHMAN BROS HLDG          5%      5/30/2023            3.4
LEHMAN BROS HLDG          5%      6/17/2023            6.5
LEHMAN BROS HLDG        5.1%      1/28/2013           6.25
LEHMAN BROS HLDG        5.1%      2/15/2020           6.64
LEHMAN BROS HLDG       5.15%       2/4/2015          10.15
LEHMAN BROS HLDG        5.2%      5/13/2020           5.47
LEHMAN BROS HLDG       5.25%       2/6/2012          15.25
LEHMAN BROS HLDG       5.25%      2/11/2015           8.52
LEHMAN BROS HLDG       5.25%       3/8/2020              6
LEHMAN BROS HLDG       5.25%      5/20/2023           7.38
LEHMAN BROS HLDG       5.35%      2/25/2018            2.5
LEHMAN BROS HLDG       5.35%      3/13/2020              6
LEHMAN BROS HLDG       5.35%      6/14/2030            9.2
LEHMAN BROS HLDG       5.38%       5/6/2023           3.33
LEHMAN BROS HLDG        5.4%       3/6/2020            5.4
LEHMAN BROS HLDG        5.4%      3/20/2020            5.5
LEHMAN BROS HLDG        5.4%      3/30/2029           4.56
LEHMAN BROS HLDG        5.4%      6/21/2030            8.4
LEHMAN BROS HLDG       5.45%      3/15/2025            3.5
LEHMAN BROS HLDG       5.45%       4/6/2029           3.55
LEHMAN BROS HLDG       5.45%      2/22/2030           3.65
LEHMAN BROS HLDG       5.45%      7/19/2030            4.5
LEHMAN BROS HLDG       5.45%      9/20/2030           5.87
LEHMAN BROS HLDG        5.5%       4/4/2016          13.31
LEHMAN BROS HLDG        5.5%       2/4/2018           3.28
LEHMAN BROS HLDG        5.5%      2/19/2018             12
LEHMAN BROS HLDG        5.5%      11/4/2018             12
LEHMAN BROS HLDG        5.5%      2/27/2020           6.11
LEHMAN BROS HLDG        5.5%      8/19/2020            7.5
LEHMAN BROS HLDG        5.5%      3/14/2023              6
LEHMAN BROS HLDG        5.5%       4/8/2023           7.56
LEHMAN BROS HLDG        5.5%      4/15/2023            9.2
LEHMAN BROS HLDG        5.5%      4/23/2023           9.17
LEHMAN BROS HLDG        5.5%       8/5/2023           5.83
LEHMAN BROS HLDG        5.5%      10/7/2023            5.4
LEHMAN BROS HLDG        5.5%      1/27/2029           6.88
LEHMAN BROS HLDG        5.5%       2/3/2029            2.2
LEHMAN BROS HLDG        5.5%       8/2/2030            7.5
LEHMAN BROS HLDG       5.55%      2/11/2018             12
LEHMAN BROS HLDG       5.55%       3/9/2029           4.15
LEHMAN BROS HLDG       5.55%      1/25/2030           5.13
LEHMAN BROS HLDG       5.55%      9/27/2030           7.27
LEHMAN BROS HLDG       5.55%     12/31/2034           6.06
LEHMAN BROS HLDG        5.6%      1/22/2018              6
LEHMAN BROS HLDG        5.6%      2/17/2029           4.88
LEHMAN BROS HLDG        5.6%      2/24/2029           5.06
LEHMAN BROS HLDG        5.6%       3/2/2029            7.5
LEHMAN BROS HLDG        5.6%      2/25/2030              6
LEHMAN BROS HLDG        5.6%       5/3/2030            9.2
LEHMAN BROS HLDG       5.63%      1/24/2013           14.5
LEHMAN BROS HLDG       5.63%      3/15/2030           3.55
LEHMAN BROS HLDG       5.65%     11/23/2029            7.5
LEHMAN BROS HLDG       5.65%      8/16/2030           4.11
LEHMAN BROS HLDG       5.65%     12/31/2034            7.5
LEHMAN BROS HLDG        5.7%      1/28/2018           7.06
LEHMAN BROS HLDG        5.7%      2/10/2029           2.56
LEHMAN BROS HLDG        5.7%      4/13/2029            8.1
LEHMAN BROS HLDG        5.7%       9/7/2029           3.55
LEHMAN BROS HLDG        5.7%     12/14/2029              3
LEHMAN BROS HLDG       5.75%      4/25/2011          13.31
LEHMAN BROS HLDG       5.75%      7/18/2011             13
LEHMAN BROS HLDG       5.75%      5/17/2013             12
LEHMAN BROS HLDG       5.75%       1/3/2017           0.19
LEHMAN BROS HLDG       5.75%      3/27/2023           9.05
LEHMAN BROS HLDG       5.75%     10/15/2023           7.46
LEHMAN BROS HLDG       5.75%     10/21/2023              5
LEHMAN BROS HLDG       5.75%     11/12/2023            4.5
LEHMAN BROS HLDG       5.75%     11/25/2023              6
LEHMAN BROS HLDG       5.75%     12/16/2028            8.9
LEHMAN BROS HLDG       5.75%     12/23/2028            5.5
LEHMAN BROS HLDG       5.75%      8/24/2029            8.8
LEHMAN BROS HLDG       5.75%      9/14/2029            3.6
LEHMAN BROS HLDG       5.75%     10/12/2029           6.94
LEHMAN BROS HLDG       5.75%      3/29/2030           7.58
LEHMAN BROS HLDG        5.8%       9/3/2020            9.5
LEHMAN BROS HLDG        5.8%     10/25/2030           7.81
LEHMAN BROS HLDG       5.85%      11/8/2030           9.08
LEHMAN BROS HLDG       5.88%     11/15/2017          13.25
LEHMAN BROS HLDG        5.9%       5/4/2029           8.24
LEHMAN BROS HLDG        5.9%       2/7/2031           2.38
LEHMAN BROS HLDG       5.95%     12/20/2030          11.25
LEHMAN BROS HLDG          6%      7/19/2012          13.88
LEHMAN BROS HLDG          6%      1/22/2020           7.16
LEHMAN BROS HLDG          6%      2/12/2020           8.25
LEHMAN BROS HLDG          6%      1/29/2021              5
LEHMAN BROS HLDG          6%     10/23/2028           5.95
LEHMAN BROS HLDG          6%     11/18/2028           6.13
LEHMAN BROS HLDG          6%      5/11/2029           5.84
LEHMAN BROS HLDG          6%      7/20/2029            5.7
LEHMAN BROS HLDG          6%      4/30/2034           5.13
LEHMAN BROS HLDG          6%      7/30/2034             15
LEHMAN BROS HLDG          6%      2/21/2036           3.55
LEHMAN BROS HLDG          6%      2/24/2036             10
LEHMAN BROS HLDG          6%      2/12/2037            7.5
LEHMAN BROS HLDG       6.05%      6/29/2029           1.12
LEHMAN BROS HLDG        6.1%      8/12/2023              4
LEHMAN BROS HLDG       6.15%      4/11/2031            3.4
LEHMAN BROS HLDG        6.2%      9/26/2014          12.82
LEHMAN BROS HLDG        6.2%      6/15/2027           6.89
LEHMAN BROS HLDG        6.2%      5/25/2029           5.78
LEHMAN BROS HLDG       6.25%       2/5/2021           7.13
LEHMAN BROS HLDG       6.25%      2/22/2023              7
LEHMAN BROS HLDG        6.3%      3/27/2037              5
LEHMAN BROS HLDG        6.4%     10/11/2022           7.38
LEHMAN BROS HLDG        6.4%     12/19/2036           9.75
LEHMAN BROS HLDG        6.5%      2/28/2023              8
LEHMAN BROS HLDG        6.5%       3/6/2023             12
LEHMAN BROS HLDG        6.5%      9/20/2027              4
LEHMAN BROS HLDG        6.5%     10/18/2027           7.25
LEHMAN BROS HLDG        6.5%     10/25/2027           11.5
LEHMAN BROS HLDG        6.5%      1/17/2033           7.16
LEHMAN BROS HLDG        6.5%     12/22/2036              6
LEHMAN BROS HLDG        6.5%      2/13/2037             12
LEHMAN BROS HLDG        6.5%      6/21/2037             11
LEHMAN BROS HLDG        6.5%      7/13/2037              3
LEHMAN BROS HLDG        6.6%      10/3/2022              6
LEHMAN BROS HLDG        6.6%      6/18/2027              6
LEHMAN BROS HLDG       6.63%      1/18/2012          14.02
LEHMAN BROS HLDG       6.63%      7/27/2027           12.5
LEHMAN BROS HLDG       6.75%       7/1/2022           3.31
LEHMAN BROS HLDG       6.75%     11/22/2027           7.35
LEHMAN BROS HLDG       6.75%      3/11/2033            7.5
LEHMAN BROS HLDG       6.75%     10/26/2037            7.1
LEHMAN BROS HLDG        6.8%       9/7/2032           6.75
LEHMAN BROS HLDG       6.85%      8/16/2032           6.75
LEHMAN BROS HLDG       6.85%      8/23/2032           7.25
LEHMAN BROS HLDG       6.88%       5/2/2018          14.75
LEHMAN BROS HLDG       6.88%      7/17/2037           0.01
LEHMAN BROS HLDG        6.9%       9/1/2032              5
LEHMAN BROS HLDG          7%      5/12/2023            7.5
LEHMAN BROS HLDG          7%      9/27/2027          14.02
LEHMAN BROS HLDG          7%      10/4/2032              6
LEHMAN BROS HLDG          7%      7/27/2037           7.25
LEHMAN BROS HLDG          7%      9/28/2037           6.95
LEHMAN BROS HLDG          7%     11/16/2037             15
LEHMAN BROS HLDG          7%     12/28/2037            4.9
LEHMAN BROS HLDG          7%      1/31/2038           5.52
LEHMAN BROS HLDG          7%       2/1/2038           8.06
LEHMAN BROS HLDG          7%       2/7/2038          10.13
LEHMAN BROS HLDG          7%       2/8/2038           8.76
LEHMAN BROS HLDG          7%      4/22/2038            4.6
LEHMAN BROS HLDG       7.05%      2/27/2038              9
LEHMAN BROS HLDG       7.25%      2/27/2038             11
LEHMAN BROS HLDG       7.25%      4/29/2038            5.5
LEHMAN BROS HLDG       7.35%       5/6/2038              5
LEHMAN BROS HLDG       7.73%     10/15/2023           4.93
LEHMAN BROS HLDG       7.88%      11/1/2009          13.05
LEHMAN BROS HLDG       7.88%      8/15/2010             13
LEHMAN BROS HLDG          8%      3/17/2023           8.63
LEHMAN BROS HLDG       8.05%      1/15/2019           7.67
LEHMAN BROS HLDG        8.5%       8/1/2015            9.9
LEHMAN BROS HLDG        8.5%      6/15/2022           5.25
LEHMAN BROS HLDG       8.75%     12/21/2021           1.12
LEHMAN BROS HLDG       8.75%       2/6/2023              4
LEHMAN BROS HLDG        8.8%       3/1/2015          14.75
LEHMAN BROS HLDG       8.92%      2/16/2017            7.5
LEHMAN BROS HLDG        9.5%     12/28/2022              5
LEHMAN BROS HLDG        9.5%      1/30/2023            2.5
LEHMAN BROS HLDG        9.5%      2/27/2023              5
LEHMAN BROS HLDG         10%      3/13/2023              5
LEHMAN BROS HLDG      10.38%      5/24/2024           6.16
LEHMAN BROS HLDG         11%     10/25/2017           2.13
LEHMAN BROS HLDG         11%      6/22/2022           7.55
LEHMAN BROS HLDG       11.5%      9/26/2022            6.6
LEHMAN BROS HLDG         18%      7/14/2023           7.13
LEHMAN BROS INC         7.5%       8/1/2026              1
LEINER HEALTH            11%       6/1/2012           0.53
LEVEL 3 COMM INC         10%       5/1/2011           70.2
LITHIA MOTORS          2.88%       5/1/2014             90
LITTLE TRAV BAY       10.25%      2/15/2014           48.2
LOCAL INSIGHT            11%      12/1/2017             25
LOEHMANNS CAP            12%      10/1/2011           56.5
LOEHMANNS CAP            13%      10/1/2011          57.63
MAGMA DESIGN              2%      5/15/2010          57.75
MAGNA ENTERTAINM       7.25%     12/15/2009           31.5
MAGNA ENTERTAINM       8.55%      6/15/2010          40.13
MAJESTIC STAR           9.5%     10/15/2010             30
MAJESTIC STAR          9.75%      1/15/2011            4.5
MANDALAY RESORT         6.5%      7/31/2009             86
MANDALAY RESORTS       9.38%      2/15/2010             75
MASONITE CORP            11%       4/6/2015           5.25
MEDIANEWS GROUP        6.88%      10/1/2013          25.25
MERISANT CO             9.5%      7/15/2013            5.9
MERITOR AUTO            6.8%      2/15/2009          99.25
MERIX CORP                4%      5/15/2013           24.5
MERRILL LYNCH           1.6%       3/9/2011             83
MERRILL LYNCH            12%      3/26/2010          19.69
METALDYNE CORP           11%      6/15/2012           5.05
MGM GRAND INC             6%      10/1/2009          80.13
MGM MIRAGE                6%      10/1/2009           79.5
MGM MIRAGE             8.38%       2/1/2011             43
MICHAELS STORES       11.38%      11/1/2016             27
MICHAELS STORES       11.38%      11/1/2016          27.75
MILLENNIUM AMER        7.63%     11/15/2026              5
MOHEGAN TRIBAL         6.38%      7/15/2009             84
MOHEGAN TRIBAL            8%       4/1/2012          34.75
MOHEGAN TRIBAL         8.38%       7/1/2011          43.88
MOMENTIVE PERFOR       11.5%      12/1/2016             23
MORRIS PUBLISH            7%       8/1/2013           6.25
MRS FIELDS               10%     10/24/2014             25
MTR GAMING GROUP          9%       6/1/2012          50.25
MTR GAMING GROUP       9.75%       4/1/2010             75
NATL FINANCIAL         0.75%       2/1/2012           24.5
NAVISTAR FINL CP       4.75%       4/1/2009             88
NEFF CORP                10%       6/1/2015          20.13
NELNET INC             5.13%       6/1/2010           62.5
NETWORK COMMUNIC      10.75%      12/1/2013          27.01
NEW PAGE CORP            10%       5/1/2012          25.38
NEW PLAN EXCEL          7.4%      9/15/2009             72
NEW PLAN REALTY         6.9%      2/15/2028          10.33
NEW PLAN REALTY         6.9%      2/15/2028          15.68
NEW PLAN REALTY        7.65%      11/2/2026          13.25
NEW PLAN REALTY        7.68%      11/2/2026             19
NEW PLAN REALTY        7.97%      8/14/2026             17
NEWARK GROUP INC       9.75%      3/15/2014             15
NEWPAGE CORP             10%       5/1/2012           24.5
NEWPAGE CORP             12%       5/1/2013            9.5
NORTEK INC              8.5%       9/1/2014           21.5
NORTEK INC              8.5%       9/1/2014             28
NORTH ATL TRADNG       9.25%       3/1/2012           22.5
NORTHERN TEL CAP       7.88%      6/15/2026             10
NTK HOLDINGS INC          0%       3/1/2014             12
NUVEEN INVEST           5.5%      9/15/2015             15
NUVEEN INVESTM         10.5%     11/15/2015          27.96
OLD EVANGELINE           13%       3/1/2010          78.13
OSI RESTAURANT           10%      6/15/2015             22
OSI RESTAURANT           10%      6/15/2015          21.13
OUTBOARD MARINE        9.13%      4/15/2017              3
PALM HARBOR            3.25%      5/15/2024             30
PANOLAM INDUSTRI      10.75%      10/1/2013          35.38
PARK PLACE ENT          7.5%       9/1/2009          60.25
PARK PLACE ENT         7.88%      3/15/2010          35.19
PARK PLACE ENT         8.13%      5/15/2011           19.5
PARK PLACE ENT         8.13%      5/15/2011          18.25
PEGASUS SOLUTION       10.5%      4/15/2015          49.89
PILGRIM'S PRIDE        8.38%       5/1/2017             19
PILGRIMS PRIDE         9.25%     11/15/2013              7
PLIANT CORP           11.13%       9/1/2009             15
PLIANT CORP           11.63%      6/15/2009          40.25
PLY GEM INDS              9%      2/15/2012             28
POLYONE CORP           8.88%       5/1/2012             42
POPE & TALBOT          8.38%       6/1/2013            0.6
POWERWAVE TECH         1.88%     11/15/2024          19.42
POWERWAVE TECH         3.88%      10/1/2027          18.04
PREGIS CORP           12.38%     10/15/2013          37.75
PREIT ASSOCIATES          4%       6/1/2012          29.25
PREM ASSET 04-04       4.13%      3/12/2009          94.38
PRESIDENTIAL LFE       7.88%      2/15/2009            100
PRIMUS TELECOM         3.75%      9/15/2010           3.88
PRIMUS TELECOM            8%      1/15/2014           7.25
PRIMUS TELECOM        12.75%     10/15/2009              2
PRIMUS TELECOMM       14.25%      5/20/2011          32.19
PROPEX FABRICS           10%      12/1/2012            0.5
QUALITY DISTRIBU          9%     11/15/2010             39
QUANTUM CORP           4.38%       8/1/2010           40.5
QUANTUM CORP           4.38%       8/1/2010          40.19
RADIAN GROUP           7.75%       6/1/2011          52.68
RADIAN GROUP           7.75%       6/1/2011          52.88
RADIO ONE INC          6.38%      2/15/2013          22.13
RADIO ONE INC          8.88%       7/1/2011             30
RAFAELLA APPAREL      11.25%      6/15/2011          56.13
RAIT FINANCIAL         6.88%      4/15/2027          33.16
RATHGIBSON INC        11.25%      2/15/2014          21.88
READER'S DIGEST           9%      2/15/2017            8.5
REALOGY CORP           10.5%      4/15/2014           37.5
REALOGY CORP           10.5%      4/15/2014          21.75
REALOGY CORP          12.38%      4/15/2015           12.5
REALOGY CORP          12.38%      4/15/2015            9.5
REEBOK INTL LTD           2%       5/1/2024             67
RENTECH INC               4%      4/15/2013             26
RESIDENTIAL CAP           8%      2/22/2011           41.5
RESIDENTIAL CAP        8.38%      6/30/2010          55.13
RESIDENTIAL CAP         8.5%       6/1/2012          33.88
RESIDENTIAL CAP        8.38%      6/30/2010          56.25
REXNORD CORP          10.13%     12/15/2012           11.5
RH DONNELLEY           6.88%      1/15/2013          10.16
RH DONNELLEY           6.88%      1/15/2013            9.5
RH DONNELLEY           6.88%      1/15/2013             12
RH DONNELLEY           8.88%      1/15/2016           7.75
RH DONNELLEY           8.88%     10/15/2017           8.25
RH DONNELLEY           8.88%     10/15/2017           10.5
RH DONNELLEY INC      11.75%      5/15/2015           21.5
RITE AID CORP          6.88%      8/15/2013             28
RITE AID CORP           7.7%      2/15/2027          17.48
RITE AID CORP          8.13%       5/1/2010           60.5
RITE AID CORP          8.63%       3/1/2015           28.5
RITE AID CORP          9.25%       6/1/2013           12.5
RITE AID CORP          9.38%     12/15/2015          29.74
RIVER ROCK ENT         9.75%      11/1/2011           50.5
RJ TOWER CORP            12%       6/1/2013           0.75
ROTECH HEALTHCA         9.5%       4/1/2012          36.75
ROUSE CO LP/TRC        6.75%       5/1/2013           34.5
ROUSE COMPANY           7.2%      9/15/2012           36.5
ROUSE COMPANY             8%      4/30/2009           39.5
SABRE HOLDINGS         7.35%       8/1/2011             43
SALEM COMM HLDG        7.75%     12/15/2010          50.38
SEQUA CORP            11.75%      12/1/2015          17.38
SERVICEMASTER CO        7.1%       3/1/2018           19.8
SERVICEMASTER CO       7.25%       3/1/2038             19
SIMMONS CO             7.88%      1/15/2014          14.75
SINCLAIR BROAD            3%      5/15/2027             59
SIRIUS SATELLITE       3.25%     10/15/2011             42
SIRIUS SATELLITE       9.63%       8/1/2013             37
SIX FLAGS INC           4.5%      5/15/2015          16.38
SIX FLAGS INC          8.88%       2/1/2010             30
SIX FLAGS INC          9.63%       6/1/2014          17.75
SIX FLAGS INC          9.75%      4/15/2013             12
SMURFIT-STONE             8%      3/15/2017            8.5
SONIC AUTOMOTIVE       5.25%       5/7/2009          79.75
SONIC AUTOMOTIVE       8.63%      8/15/2013             39
SPACEHAB INC            5.5%     10/15/2010           51.1
SPANSION LLC           2.25%      6/15/2016           1.13
SPECTRUM BRANDS        7.38%       2/1/2015             21
SPECTRUM BRANDS        12.5%      10/2/2013             23
SPHERIS INC              11%     12/15/2012           32.5
STALLION OILFIEL       9.75%       2/1/2015          17.93
STANLEY-MARTIN         9.75%      8/15/2015             28
STATION CASINOS           6%       4/1/2012             26
STATION CASINOS         6.5%       2/1/2014            6.5
STATION CASINOS        6.63%      3/15/2018            6.3
STATION CASINOS        6.88%       3/1/2016           4.58
STONE CONTAINER        8.38%       7/1/2012           8.38
SWIFT TRANS CO         12.5%      5/15/2017          11.97
TEKNI-PLEX INC        10.88%      8/15/2012             57
TEKNI-PLEX INC        12.75%      6/15/2010           73.5
TENNECO AUTOMOT        8.63%     11/15/2014             22
TERPHANE HLDING        12.5%      6/15/2009          83.25
TERPHANE HLDING        12.5%      6/15/2009          83.25
TETON ENERGY COR      10.75%      6/18/2013          36.05
THORNBURG MTG             8%      5/15/2013             18
TIMES MIRROR CO        6.61%      9/15/2027            1.5
TIMES MIRROR CO        7.25%       3/1/2013              3
TIMES MIRROR CO        7.25%     11/15/2096           4.25
TIMES MIRROR CO         7.5%       7/1/2023              3
TOUSA INC                 9%       7/1/2010              4
TOUSA INC                 9%       7/1/2010            1.5
TOYS R US              7.63%       8/1/2011          44.09
TOYS R US              7.88%      4/15/2013             37
TOYS R US DEL          8.75%       9/1/2021             15
TRANS-LUX CORP         8.25%       3/1/2012             35
TRANSMERIDIAN EX         12%     12/15/2010             10
TRAVELPORT LLC        11.88%       9/1/2016          29.75
TRIBUNE CO             4.88%      8/15/2010              3
TRIBUNE CO             5.25%      8/15/2015           3.25
TRIBUNE CO             5.67%      12/8/2008              2
TRICO MARINE              3%      1/15/2027           26.5
TRONOX WORLDWIDE        9.5%      12/1/2012             13
TRUE TEMPER            8.38%      9/15/2011             30
TRUMP ENTERTNMNT        8.5%       6/1/2015             14
UAL CORP                4.5%      6/30/2021          46.93
UAL CORP                  5%       2/1/2021          49.25
UNISYS CORP            6.88%      3/15/2010             58
UNISYS CORP               8%     10/15/2012             31
UNITED COMPONENT       9.38%      6/15/2013             30
UNITED MERCH&MFG        3.5%      3/31/2022              1
UNIV CITY DEVEL       11.75%       4/1/2010          75.25
UNIV CITY FL HLD       8.38%       5/1/2010             78
UNIVERSAL FOODS         6.5%       4/1/2009           91.5
US LEASING INTL           6%       9/6/2011             25
US SHIPPING PART         13%      8/15/2014          38.13
USAUTOS TRUST           5.1%       3/3/2011          34.13
USFREIGHTWAYS           8.5%      4/15/2010             62
VENOCO INC             8.75%     12/15/2011           44.5
VERASUN ENERGY         9.38%       6/1/2017           5.05
VERENIUM CORP           5.5%       4/1/2027          20.63
VERSO PAPER           11.38%       8/1/2016          21.88
VESTA INSUR GRP        8.75%      7/15/2025              1
VIRGIN RIVER CAS          9%      1/15/2012          28.25
VISTEON CORP              7%      3/10/2014              4
VISTEON CORP           8.25%       8/1/2010          14.38
VISTEON CORP          12.25%     12/31/2016           4.88
VITESSE SEMICOND        1.5%      10/1/2024          50.03
WASH MUT BANK NV       5.55%      6/16/2010           18.2
WASH MUT BANK NV       5.95%      5/20/2013              1
WASH MUTUAL INC        8.25%       4/1/2010             44
WATERFORD GAMING       8.63%      9/15/2014          69.81
WCI COMMUNITIES           4%       8/5/2023           4.98
WCI COMMUNITIES        6.63%      3/15/2015              7
WCI COMMUNITIES        7.88%      10/1/2013           6.31
WCI COMMUNITIES        9.13%       5/1/2012              1
WILLIAM LYON           7.63%     12/15/2012          20.88
WILLIAM LYONS           7.5%      2/15/2014             19
WILLIAM LYONS          7.63%     12/15/2012             19
WILLIAM LYONS    &