TCR_Public/090304.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 4, 2009, Vol. 13, No. 62

                            Headlines


ACCO BRANDS: Moody's Downgrades Corporate Family Rating to 'B3'
ACUMENT GLOBAL: Moody's Reviews 'B2' Corporate Family Rating
AGRIPROCESSORS INC: To Auction Off Business March 23
AHERN RENTALS: Declining Markets Prompt Moody's 'Caa2' Rating
ALLENTOWN AREA: Bond Covenant Violation Cue S&P Outlook to Neg.

ALLIED CAPITAL: New CEO Appointed; W. Walton to Remain as Chairman
ALLIED CAPITAL: Posts $1.0 Billion Net Loss for Full Year 2008
ALLIED CAPITAL: KPMG Raises 'Going Concern' Doubt
AMERICAN CAPITAL: Fitch Downgrades Issuer Default Rating to 'BB-'
AMERICAN INT'L: Key Employees' Exodus May Hurt Restructuring

AMERICAN INT'L: Unit to Be Placed in Special Purpose Vehicle
AMERICAN INT'L: Fitch Affirms Outlook on Firm Govt. Support
AMERICAN INT'L: Moody's Confirms Senior Unsecured Ratings
AMERICAN INT'L: Says Former CEO Created of Financial Products
AMERICAN INT'L: Scraps Sale of Philamlife After Add'l Govt. Aid

AMERICAN MEDIA: S&P Ups Rating to 'CCC+' on Debt Swap's Success
AMERICAN STERLING: Weiss Ratings Assigns "Very Weak" E- Rating
AMR CORP: Posts $2.1-Bil. Loss for 2008, $2.9-Bil. Deficit
ANDERSON NEWS: Creditors Send Firm to Bankruptcy
ANITXTER INC: Fitch Assigns 'BB+' Rating on $200 Mil. Offering

ARLINGTON RIDGE: May Obtain $30,000 to Fund Completion of Home
ARMADA SINGAPORE: Offers 32.5% Recovery for Some Creditors
ASHTON WOODS: Moody's Withdraws 'Ca' Corporate Family Rating
AVALON RE: S&P Says Maturity Extension Won't Affect 'CCC' Rating
BANK OF AMERICA: Merrill Purchases $1.59 Billion in 2032 Notes

BEARINGPOINT INC: Disclosure Statement Hearing Slated for March 30
BELDEN INC: S&P Downgrades Corporate Credit Rating to 'BB'
BLOCKBUSTER INC: to Announce 2008 Q4 & Annual Results on March 19
BLOCKBUSTER INC: Not Seeking Bankruptcy; Clarifies Kirkland's Role
CANWEST GLOBAL: Agrees to Sell Holdings in Score Media Inc.

CANWEST GLOBAL: Ten Holdings Won't Proceed With Proposed Offering
CAPMARK FINANCIAL: S&P Downgrades Corporate Credit Rating to 'B+'
CAPMARK INVESTMENTS: Fitch Downgrades Rating on Real Estate CDO
CC MEDIA: Posts $4.99 Billion Fourth Quarter 2008 Loss
CENTERBANK OF JACKSONVILLE: Gets Weiss' "Very Weak" E- Rating

CHESAPEAKE CORP: Unsec. Creditors Want Probe on Firm's Sale
CHRYSLER LLC: Talks Stall as Banks Object to Debt-Equity Swap
CITIGROUP INC: S&P Keeps A Rating on Salt Verde's $1.13BB Bonds
COMMSCOPE INC: Moody's Affirms 'Ba3' Rating; Gives Neg. Outlook
CONGOLEUM CORP: Court Denies Confirmation of Amended Joint Plan

CONSECO INC.: Auditor to Raise Going Concern Doubt, Shares Drop
CONSECO INC: S&P Puts 'CCC' Counterparty Rating on Negative Watch
CONSTAR INT'L: Panel Taps CRT Investment as Financial Advisor
CREEKSIDE VISTA: S&P Removes 'CCC' Rating on De Kalb's 2005 Bonds
CRHMFA HOMEBUYERS: Moody's Cuts Ratings on 2006-FH-1 Bonds to Ba3

DELPHI CORP: GM Adds $150-Mil. in Advances; to Buy Steering Biz
DOLLAR THRIFTY: Inks Loan Amendment with Lenders, Chrysler Fin'l
DOUGLAS JOHNSON: Wants to Sell Vehicle and Boat for $15,000
ERIE PROPERTY: Case Summary & 20 Largest Unsecured Creditors
FIRST DATA: Moody's Reviews 'B2' Rating for Possible Downgrade

FORD MOTOR: U.S. Sales Dropped 48% to 96,044 in February
FRESH DEL MONTE: S&P Affirms Rating at 'BB-'; Outlook 'Developing'
FULTON HOMES: Files List of 18 Largest Unsecured Creditors
FULTON HOMES: U.S. Trustee Unable to Form Creditors Committee
GANNETT CO: S&P Cuts Rating to 'BB' on Expected Ad Revenues Drop

GENCORP INC: Compensation Panel & Board Adopt Incentive Plans
GENERAL MOTORS: Treasury Grants Waiver on VEBA, Bond Swap
GENERAL MOTORS: Bondholders Will Meet With Task Force on Thursday
GENERAL MOTORS: U.S. Vehicle Deliveries Dropped 52.9% in February
GENERAL MOTORS: To Advance $450MM to Delphi, to Buy Steering Biz

GENERAL MOTORS: Needs Govt. Aid Worldwide to Survive Market Slump
GOODY'S LLC: Has Deal on Prior Ch. 11 Case; U.S. Trustee Objects
GOODY'S LLC: Begins Rejection of Non-Sellable Store Leases
GOTTSCHALKS INC: Court Extends Auction of All Assets to March 30
GREATER ATLANTIC: Weiss Ratings Assigns "Very Weak" E- Rating

HALLWOOD ENERGY: Hallwood Group Not Included in Bankruptcy
HEXCEL CORP: S&P Changes Outlook to Stable; Affirms 'BB' Rating
HSBC HOLDINGS: Seen to Support Finance Unit's Closing, Says Fitch
INDEPENDENCIA SA: Files for Chapter 15 to Shield US Bank Accounts
INDEPENDENCIA SA: Voluntary Chapter 15 Case Summary

INDEPENDENCIA SA: Bankruptcy Filing Cues Moody's Junk Rating
INVISTA BV: S&P Downgrades Corporate Credit Rating to 'B+'
ISTAR FINANCIAL: S&P Downgrades Counterparty Credit Rating to BB
J.A. BRUNTON: Voluntary Chapter 11 Case Summary
JOURNAL REGISTER: Court Sets April 13 as Claims Bar Date

KIRK PIGFORD: Asks Court to Dismiss its Chapter 11 Case
LENNAR CORP: Unit Enters Into Amended Aircraft Dry Lease Pact
LOUISIANA-PACIFIC CORP: Moody's Assigns 'Ba3' Notes Rating
MAGNA ENTERTAINMENT: To Be Delisted From TSX Effective April 1
MASONITE INTERNATIONAL: To File For Ch. 11 with Pre-Arranged Plan

MCCLATCHY CO: Posts $4.0 Million Net Loss in Year 2008
MCCLATCHY CO: Receives NYSE Non-Compliance Notice; Faces Delisting
MEDIACOM COMM: Reports Results for 4th Quarter & Full Year 2008
MEDIACOM COMMUNICATIONS: Compensation Panel OKs Executive Pay
MICHAEL VICK: Court Sends Plan to Confirmation Stage

MICHAEL STERN: Files for Chapter 11 Bankruptcy Protection
NATIONAL CENTURY: Ex-Vice President Sentenced to 2 Years Prison
NATIONAL HERITAGE: Transferred $1MM to Unit Before Bankruptcy
NEWARK GROUP: Has No Forbearance for $84-Million Loan
NRG ENERGY: To Acquire Reliant's Texas Retail Unit for $287.5MM

NRG ENERGY: Moody's Reviews 'Ba3' Rating for Possible Upgrade
NWL HOLDINGS: Court Converts Case to Chapter 7 Liquidation
OCEAN WOOD: Voluntary Chapter 11 Case Summary
ONESTAR LONG DISTANCE: Trustee Can Assert Claims vs. WorldCom
PARMALAT SPA: To Award Investors 10.5 Million Shares in Settlement

PARMALAT SPA: District Court Rejects Deloitte's Bid to Appeal
PATRIOT HOMES: U.S. Trustee Appoints 11-Member Creditors Committee
PATRIOT HOMES: May Sell Personal Property at Alabama Facility
PETROHAWK ENERGY: Share Issuance Won't Affect Moody's 'B2' Rating
PHILADELPHIA NEWSPAPERS: Wants Dilworth Paxson as Co-Counsel

PHILADELPHIA NEWSPAPERS: U.S. Trustee Forms Three-Member Committee
PHOENIX COS: S&P Downgrades Counterparty Credit Rating to 'BB'
PILGRIM'S PRIDE: Seeks 1st Exclusivity Extension to Sept. 30
PILGRIM'S PRIDE: Names Jerry Wilson as Sales & Marketing VP
PLIANT CORP: Wants to Hire McMillan LLP as Canadian Counsel

PLIANT CORP: Wants to Hire Sidley Austin as Bankruptcy Counsel
PLIANT CORP: Taps Sonnenschein Nath & Rosenthal as Special Counsel
QIMONDA N.A.: Sets Machinery for Auction of Virginia Plant
QUICKSILVER RESOURCES: S&P Cuts Corporate Credit Rating to 'B'
REGENCY ENERGY: Alinda Joint Venture Won't Affect Moody's Ratings

RELIANT ENERGY: To Sell Texas Retail Unit to NRG for $287.5MM
RITZ CAMERA: Accepts GOB, Going Concern Offers for Boating Stores
SANTA ROSA BAY BRIDGE: Moody's Cuts Rating on Bonds to 'B3'
SELECT COMFORT: Bankruptcy Possible, Says Analyst
SLM CORPORATION: Fitch Puts 'BB+' Rating on Negative Watch

SMURFIT-STONE: To Take $2.76 Billion Impairment Charge
SPANSION LLC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
STANDARD PACIFIC: Two Execs Resign; Babel & Stephens Named SVPs
STANFORD INT'L BANK: U.S. Judge Extends Freeze Order to March 12
STANFORD INT'L BANK: U.S. Investigators Locate $250-Mil. in Assets

STATION CASINOS: Pens Forbearance Pacts; Plan Votes Due April 10
STERLING MINING: Case Summary & 20 Largest Unsecured Creditors
SUMMITT LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
SUNWEST MANAGEMENT: Charged by SEC for $300-Mil. Securities Fraud
TARRAGON CORP: DSC Advisors Disclose Zero Equity Stake

TEXAS PETROCHEMICALS: S&P Downgrades Corp. Credit Rating to 'B-'
TRIAXX FUNDING: Moody's Junks Ratings on Four Classes of Notes
TROPICANA OPCO: Lenders Say Atty. Fees Should Also be Controlled
US CENTURY: Fitch Affirms Issuer Default Rating at 'BB'
W.R. GRACE: Files Amended Plan Documents With SEC

W.R. GRACE: Dec. 31 Balance Sheet Upside-Down By $426.9 Million
WENDY'S/ARBY'S: S&P Cuts Arby's Corporate Credit Rating to 'B-'
WINDSOR AT GRAND: Case Summary & Six Largest Unsecured Creditors
WOODSIDE GROUP: Ceramista Debtors & Alabama Investments Bar Dates
WOLVERINE TUBE: S&P Puts 'CC' Corporate Rating on Negative Watch

WORLDCOM INC: Judge Rules OneStar Trustee Can Assert Claims
YOUNG BROADCASTING: U.S. Trustee Forms 7-Member Committee

* Factory Index Falls in February for 13th Month

* Upcoming Meetings, Conferences and Seminars


                            *********


ACCO BRANDS: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service lowered ACCO Brands Corporation's
corporate family and probability of default ratings to B3 from B1;
its senior secured bank credit facilities to B1 from Ba2 and its
senior subordinated notes to Caa2 from B3 following the company's
sizable revenue and profit deterioration during the fourth quarter
of 2008 and reduced expectations for performance during 2009.
Moreover, financial flexibility will diminish under its recently
negotiated financial maintenance covenants, particularly by the
fourth quarter of 2009.  Moody's negative outlook reflects the
prospect of lower volumes going forward and the consequent
pressure on operating leverage.  ACCO's speculative grade
liquidity rating is affirmed at SGL-3.

Ratings lowered:

  -- Corporate Family rating to B3 from B1;

  -- Probability of Default rating to B3 from B1;

  -- Senior secured credit facilities to B1 (LGD2, 25%) from Ba2;
     and

  -- Senior subordinated notes to Caa2 from B3 (LGD5, 86%)

The rating outlook is negative.

Ratings affirmed:

  -- Speculative grade liquidity rating at SGL-3.

ACCO's B3 rating is principally driven by the company's negative
revenue trends in the Americas and overseas as well as its
diminishing profitability and free cash flow.  Declines in
operating margin driven by the company's fixed cost base and its
impact on financial flexibility also influence Moody 's negative
rating action.  Operating expenses (raw material, freight, and
distribution) may benefit somewhat from lower input costs but over
the short term declines in volume demand and a stronger dollar are
offsetting the benefits.  As a result of the difficult operating
climate, ACCO has increased its restructuring efforts (layoffs,
salary reductions, etc.) and while potentially short term in
nature they should moderate negative margin pressure.  Finally,
the rating also reflects Moody's concerns regarding the negative
secular trend in office supplies, competition from private label
and ACCO's vulnerability to its customer base.  The benefits of
ACCO's value based and private label business should benefit
volume trends but is less likely to offset margin pressure.

Moody's last rating action was on December 19, 2008 when Moody's
concluded ACCO's review for possible downgrade, confirmed existing
ratings and changed the outlook to negative.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users.  The company reported net
sales of approximately $1.7 billion for the year ended
December 31, 2009.


ACUMENT GLOBAL: Moody's Reviews 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has placed the B2 corporate family and
probability of default ratings of Acument Global Technologies,
Inc. on review for possible downgrade.  At the same time, the B2
rating on senior secured term loan was also placed on review for
possible downgrade.  The review reflects Moody's belief that
Acument's financial performance is under substantial stress given
its reliance on the weakened automotive sector (approximately 60%
of worldwide sales).  Moody's expects that Acument is experiencing
a meaningful decline in its credit metrics as demand from key auto
OEM and Tier 1 auto suppliers falls in response to declining
global consumer demand for automobiles.

The review will focus on Acument's ability to stabilize its
earnings and cash flows despite challenging end-market conditions
across its businesses over the intermediate term.  Specifically,
Moody's will consider whether the expected decline in product
demand and earnings will weaken leverage and interest coverage
metrics to the point where they are no longer consistent with the
B2 rating.  Moody's will continue to evaluate the effectiveness of
cost cutting initiatives implemented by the company to arrest
margin declines and reorganize its manufacturing footprint and
distribution channels.  While Moody's believes that Acument's
elevated cash balances and adequate liquidity profile currently
cushion the B2 rating, the review will assess the sustainability
of Acument's liquidity profile while end-markets remain depressed.

Ratings under review for possible downgrade:

  -- B2 corporate family rating;
  -- B2 probability of default rating; and
  -- B2 (LGD4 55%) senior secured term loan.

The last rating action was on July 23, 2007 when the B2 corporate
family rating was assigned.

Acument Global Technologies, Inc., headquartered in Troy,
Michigan, is a global provider of mechanical fastening systems and
value-based fastening solutions, including engineered fastening
systems, fastening installation technology, and inventory
management and application engineering services.  The Company
manufacturers and sells over 270,000 products globally.  Acument's
sales were $1.7 billion for the twelve months ending September 30,
2008.


AGRIPROCESSORS INC: To Auction Off Business March 23
----------------------------------------------------
The Chapter 11 trustee for Agriprocessors Inc. will conduct an
auction for the business on March 23, Bloomberg's Bill Rochelle
said.

Under procedures approved Feb. 27 by the U.S. Bankruptcy Court for
the Northern District of Iowa, initial bids are due March 18.
The Court will convene a sale hearing on March 24, a day following
the auction.

According to Mr. Rochelle, in January the trustee said he already
had a $40 million cash offer from Israeli food company Soglowek
Nahariya Ltd.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the company in its restructuring
effort.  The company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.


AHERN RENTALS: Declining Markets Prompt Moody's 'Caa2' Rating
-------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Ahern Rentals, Inc., to Caa2
from B3, downgraded the speculative grade liquidity ratings to
SGL-4 from SGL-3 and changed the outlook to negative from stable.

The downgrades reflect heightened concern that impact of declining
construction end markets will pressure Ahern's credit metrics over
the ratings horizon and significantly raise the potential for a
covenant breach under the company's first lien, asset-based
revolving credit facility.  As of September 2008, the eligible
collateral supporting the revolver's borrowing base was high
relative to the commitment size, however equipment prices have
since substantially declined, and Moody's anticipates further
price declines in 2009.

The Caa2 corporate family rating reflects an expected decline in
U.S. non-residential construction activity through 2010 and a weak
liquidity profile, against moderately high leverage, and the
company's established market position, including within its core
Las Vegas market.

The SGL-4 reflects a weak liquidity profile driven largely by a
view that used equipment prices will decline substantially in
2009, activating covenant tests that will be difficult to comply
with.  Ahern's asset-based $350 million revolving credit facility
has minimum fixed charge coverage, maximum leverage and minimum
utilization rate covenant tests that spring if availability
declines below set thresholds.  The company is required to test
covenants when availability declines below $25 million as it did
during the third quarter of 2008.  The maximum leverage ratio test
steps down to 4.5 times by March 31, 2009; although at September
2008 levels, the company would possess a 15% cushion, at the
stepped-down test, headroom under this covenant should become
tight with further utilization rate declines.

The negative outlook reflects concern that, although Ahern plans
to curtail capital spending significantly and generate free cash
flow in 2009 for revolver repayment, the amount of free cash flow
generated from rental activity will likely be less than had been
expected due to weak demand.  Additionally, depreciation and lower
used equipment prices should considerably diminish the revolver's
eligible collateral value to levels that activate challenging
covenant tests.

Additional downgrades:

  * $290 million 9.25% second priority global notes due August
    2013 -- to Caa3 LGD5, 76% from Caa1 LGD5, 77%.

Moody's last rating action on Ahern occurred November 19, 2008
when the corporate family rating was downgraded to B3 from B2 and
the outlook was changed to stable from negative.

Ahern Rentals, Inc., headquartered in Las Vegas, Nevada, is a
regional equipment supplier with 48 branches predominately in the
Southwest region of the United States.  As of September 2008 Ahern
had in excess of 35,000 pieces of rental equipment having an
original cost of approximately $824 million.  The company
specializes in high reach equipment.


ALLENTOWN AREA: Bond Covenant Violation Cue S&P Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the 'BB'
rating and underlying rating on Allentown Area Hospital Authority,
Pennsylvania's series 2005 and 1998A hospital revenue bonds,
issued for Sacred Heart Hospital of Allentown, to negative from
stable based on Sacred Heart's poor financial performance as of
June 30, 2008, which triggered a violation of its technical bond
covenants for the fiscal year.

Standard & Poor's also affirmed its 'BB-' rating on the hospital's
debt.

The sole factor precluding a lower rating is the turnaround
initiative Sacred Heart's consulting team is currently
implementing, which includes an interim chief financial officer
and CEO/chief operating officer.

The negative outlook reflects Standard & Poor's concern that
Sacred Heart's financial profile has deteriorated through its
fiscal 2008 results with the trigger of a technical bond covenant
violation.

"If the hospital is able to meet its budgeted expectations for the
fiscal year, including operating profitability, preserving its
liquidity, and more stable volumes, there is a possibility S&P
might return the outlook to stable," said Standard & Poor's credit
analyst Jennifer Soule.  "If, however, actual fiscal 2009 results
are significantly below management projections, coupled with poor
usage and further liquidity deterioration, S&P might lower the
rating to the 'B' category."

Interim management indicates it has identified close to
$11 million of annual savings with approximately $4 million to be
realized in fiscal 2009.  Turnaround opportunities include the
layoff of 128 full-time equivalents, implemented in September
2008; the hospital's conversion to a flexible staffing model
throughout the entire organization; physician realignment with
the hospital; and various other cost-savings measures.  The
hospital is also searching for a new chief financial officer and
CEO, and it hopes to fill the positions this calendar year.

Sacred Heart's liquidity through fiscal 2008 declined slightly to
$23.2 million, or 64 days' cash on hand, from the $26.7 million
reported for fiscal 2007, or 73 days.  Through the interim period,
a balance sheet for just the hospital was available; and it
reported unrestricted cash of approximately $12.6 million, or 43
days' cash on hand.  Historically, hospital liquidity accounted
for about 96% of the system's unrestricted cash.  Management
attributes the liquidity decline solely to a decline in the value
of Sacred Heart's investment portfolio, which is now invested in
45% equities and 55% fixed income.  The cash-to-debt ratio through
the interim period was light compared to S&P's medians at 37%, and
the debt-to-capitalization ratio was an elevated 70%.

The rating action affects roughly $28.1 million of debt
outstanding.


ALLIED CAPITAL: New CEO Appointed; W. Walton to Remain as Chairman
------------------------------------------------------------------
Allied Capital Corp. reports that the roles of Chairman of the
Board and CEO are being separated effective March 3, 2009.

William L. Walton, who has been Chairman of the Board, President
and Chief Executive Officer since 1997 and a director since 1986,
will continue to serve full time as the Company's Chairman of the
Board.  In that capacity, he will be an executive officer and be
responsible for the overall strategic direction of the Company.

John M. Scheurer, Managing Director of the Company who has held
key leadership positions during his 18-year tenure, has been
appointed Chief Executive Officer and President.  Mr. Scheurer
will assume responsibility for the executive management of the
Company.

"During this critical time for the financial services industry,
with the increasingly challenging environment, we believe that
separating the Executive Chairman and CEO roles to expand our
executive leadership team will enable me to focus on my
responsibilities as Chairman and John to devote his full attention
to the management of our business.  John brings decades of
experience, demonstrated leadership and investment credentials and
a long list of achievements at Allied Capital to this role as the
Company's Chief Executive Officer.  His deep knowledge of our
business and his commitment to building value for our shareholders
makes him the right choice for this role," said Mr. Walton.

                       About Allied Capital

Allied Capital (NYSE:ALD) -- http://www.alliedcapital.com-- is a
business development company in the U.S. that is regulated under
the Investment Company Act of 1940.  Allied Capital invests long-
term debt and equity capital in middle market businesses
nationwide. Founded in 1958 and operating as a public company
since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years. At September 30, 2008,
Allied Capital had $4.6 billion in total assets, $2.1 billion in
total borrowings, $2.4 billion in total equity and a net asset
value per share of $13.51. Allied Capital has a diverse portfolio
of investments in 117 companies across a variety of industries.

                          *     *     *

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.

As reported by the Troubled Company Reporter on February 24, 2009,
Allied Capital Corp. is in default on a revolving credit and
$1.015 billion in notes.  Allied Capital said in a February 19
regulatory filing that it remains in discussions with lenders
under its revolving credit facility and the holders of its
outstanding private notes to seek relief under certain terms of
both the revolving credit facility and the private notes due to an
expected covenant default.


ALLIED CAPITAL: Posts $1.0 Billion Net Loss for Full Year 2008
--------------------------------------------------------------
Allied Capital Corporation has released its 2008 financial
results.

For the year ended December 31, 2008, net investment income was
$213.2 million or $1.23 per share compared to net investment
income of $141.0 million or $0.91 per share for the year ended
December 31, 2007.  For the year ended December 31, 2008, the
company had net realized losses of $129.4 million or $0.75 per
share.  For the year ended December 31, 2007, the company had net
realized gains of $268.5 million or $1.74 per share.

For the year ended December 31, 2008, the sum of net investment
income and net realized losses was $83.8 million or $0.48 per
share, as compared to $409.5 million or $2.65 per share for the
year ended December 31, 2007.  Net investment income was reduced
in 2008 by employee stock option expense of $11.8 million or $0.07
per share.  Net investment income was reduced in 2007 by employee
stock option expense of $35.2 million or $0.23 per share.

For the year ended December 31, 2008, net change in unrealized
appreciation or depreciation was a decrease of $1.1 billion or
$6.49 per share.  Net unrealized depreciation for the year was
increased by additional net depreciation of $1.2 billion or $7.18
per share due to changes in portfolio value and the reversal of
previously recorded unrealized appreciation associated with
realized gains and dividend income of $131.1 million or $0.76 per
share.  Net unrealized depreciation for the year was reduced by
$249.9 million or $1.44 per share due to the reversal of
previously recorded unrealized depreciation associated with
realized losses.

Net loss for the year ended December 31, 2008, was $1.0 billion or
$6.01 per share, as compared to net income of $153.3 million or
$0.99 per share for the year ended December 31, 2007.

For the quarter ended December 31, 2008, net investment income was
$34.2 million or $0.19 per share compared to net investment income
of $58.0 million or $0.37 per share for the quarter ended December
31, 2007.  For the quarter ended December 31, 2008, the company
had net realized losses of $176.7 million or $0.99 per share
compared to net realized losses of $46.4 million or $0.30 per
share for the quarter ended December 31, 2007.

For the quarter ended December 31, 2008, the sum of net investment
income and net realized losses resulted in a loss of $142.6
million or $0.80 per share, as compared to income of
$11.6 million or $0.07 per share for the quarter ended
December 31, 2007.

For the quarter ended December 31, 2008, net change in unrealized
appreciation or depreciation was a decrease of $436.3 million or
$2.44 per share.  Net unrealized depreciation for the quarter was
increased by additional net depreciation of $605.1 million or
$3.39 per share due to changes in portfolio value and the reversal
of previously recorded unrealized appreciation associated with
realized gains of $0.9 million or $0.01 per share.  Net unrealized
depreciation for the quarter was reduced by
$169.7 million or $0.95 per share due to the reversal of
previously recorded unrealized depreciation associated with
realized losses.

Net loss for the quarter ended December 31, 2008, was
$578.8 million or $3.24 per share, as compared to net income of
$27.5 million or $0.18 per share for the quarter ended
December 31, 2007.

Net income can vary substantially from period to period due to the
recognition of realized gains and losses and unrealized
appreciation and depreciation, among other factors.  As a result,
quarterly or annual comparisons of net income may not be
meaningful.

For 2008, the company paid $456.5 million or $2.60 per share in
dividends to shareholders.  Dividends for 2008 were paid primarily
from taxable income carried forward from 2007 for distribution in
2008.  The company estimates that it has met its dividend
distribution requirements for 2008.  The company currently does
not expect to declare dividends in 2009 and would be able to carry
forward any 2009 taxable income for distribution in 2010.

The company had approximately $217.4 million in deferred taxable
income resulting from installment sale gains as of December 31,
2008.  These gains have been deferred for tax purposes until the
notes or other amounts received from the sale of the related
investments are collected in cash.

Events of Default, Liquidity and Operations

Events of default related to certain covenants have occurred under
the company's revolving line of credit and private notes.  The
company's asset coverage ratio, which these debt agreements
require to be no less than 200%, was 188% as of December 31, 2008.
During the continuance of an event of default, the company is
prohibited from issuing indebtedness and from paying any dividends
to its shareholders.  Neither the lenders nor the private
noteholders have accelerated repayment of the company's
obligations; however, the occurrence of an event of default
permits the lenders and private noteholders to accelerate
repayment.  Acceleration of the debt obligations would have a
material adverse effect on the company's operations.  The
company's auditors have included an explanatory paragraph in their
2008 audit opinion that expresses substantial doubt about the
company's ability to continue as a going concern.  The company is
in discussion with these lenders and private noteholders regarding
a comprehensive restructuring of these debt agreements to provide
long-term operational flexibility.  There can be no assurance that
the company will achieve a comprehensive restructuring.

At December 31, 2008, the company had cash and money market and
other securities totaling $50.7 million.  The company repaid
$186.0 million of its debt in the fourth quarter of 2008.  At
December 31, 2008, the company had borrowings on its revolving
line of credit of $50.0 million, outstanding private notes of $1.0
billion and outstanding public debt of $880.0 million.  In
addition as of December 31, 2008, $122.3 million in standby
letters of credit have been issued under the revolving line of
credit.

Portfolio and Investment Activity

The company has reduced new investment activity as part of its
efforts to conserve capital and repay debt.  In addition, the
company is pursuing certain asset sales in order to generate
capital to further reduce debt outstanding and de-lever its
balance sheet.  New investments for the quarter ended December 31,
2008 totaled $50.3 million.  During the quarter principal
collections related to investment repayments or sales totaled
$159.1 million.

At December 31, 2008, the total portfolio at value was
$3.5 billion, including interest-bearing investments of $2.9
billion with a weighted average yield of 12.1%.

Portfolio Quality

Loans and debt securities over 90 days delinquent at December 31,
2008, were $108.0 million or 3.1% of the portfolio at value.  At
September 30, 2008, loans and debt securities over 90 days
delinquent were $21.4 million or 0.5% of the portfolio at value.
Excluding the Company's senior loan to Ciena Capital LLC, loans
and debt securities over 90 days delinquent were $3.1 million or
0.1% of the portfolio at value at December 31, 2008, as compared
to $21.4 million or 0.5% of the portfolio at value at September
30, 2008.

Loans and debt securities not accruing interest at December 31,
2008 were $335.6 million or 9.6% of the portfolio at value, as
compared to $383.1 million or 9.1% at September 30, 2008.
Excluding the company's senior loan to Ciena Capital LLC, loans on
non-accrual were $230.7 million or 6.6% of the portfolio at value
at December 31, 2008 as compared to $202.9 million or 4.8% of the
portfolio at value at September 30, 2008.

Loans and debt securities on non-accrual and over 90 days
delinquent totaled $108.0 million at December 31, 2008, and
$21.4 million at September 30, 2008.

                       About Allied Capital

Allied Capital (NYSE:ALD) -- http://www.alliedcapital.com-- is a
business development company in the U.S. that is regulated under
the Investment Company Act of 1940.  Allied Capital invests long-
term debt and equity capital in middle market businesses
nationwide. Founded in 1958 and operating as a public company
since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years. At September 30, 2008,
Allied Capital had $4.6 billion in total assets, $2.1 billion in
total borrowings, $2.4 billion in total equity and a net asset
value per share of $13.51. Allied Capital has a diverse portfolio
of investments in 117 companies across a variety of industries.

                          *     *     *

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.

As reported by the Troubled Company Reporter on February 24, 2009,
Allied Capital Corp. is in default on a revolving credit and
$1.015 billion in notes.  Allied Capital said in a February 19
regulatory filing that it remains in discussions with lenders
under its revolving credit facility and the holders of its
outstanding private notes to seek relief under certain terms of
both the revolving credit facility and the private notes due to an
expected covenant default.


ALLIED CAPITAL: KPMG Raises 'Going Concern' Doubt
-------------------------------------------------
Allied Capital Corp.'s annual report on Form 10-K filed on March 2
contains an explanatory paragraph by auditor KPMG LLP that states
that the Company is in default on provisions of certain credit
agreements. "The credit agreement defaults provide the respective
lenders the right to declare immediately due and payable unpaid
amounts approximating $1.1 billion at December 31, 2008.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The consolidated financial
statements and financial statement schedules do not include any
adjustments that might result from the outcome of that
uncertainty."

The Company acknowledged that events of default related to certain
covenants have occurred under its revolving line of credit and
private notes.  The Company's asset coverage ratio, which these
debt agreements require to be no less than 200%, was 188% as of
December 31, 2008. During the continuance of an event of default,
the company is prohibited from issuing indebtedness and from
paying any dividends to its shareholders.  Neither the lenders nor
the private noteholders have accelerated repayment of the
company's obligations; however, the occurrence of an event of
default permits the lenders and private noteholders to accelerate
repayment. Acceleration of the debt obligations would have a
material adverse effect on the company's operations.

The Company said that it is in discussion with these lenders and
private noteholders regarding a comprehensive restructuring of
these debt agreements to provide long-term operational
flexibility.  "There can be no assurance that the company will
achieve a comprehensive restructuring," Allied said.

At December 31, 2008, the Company had cash and money market and
other securities totaling $50.7 million.  The Company repaid
$186.0 million of its debt in the fourth quarter of 2008.  At
December 31, 2008, the Company had borrowings on its revolving
line of credit of $50.0 million, outstanding private notes of $1.0
billion and outstanding public debt of $880.0 million.  In
addition as of December 31, 2008, $122.3 million in standby
letters of credit have been issued under the revolving line of
credit.

Bloomberg reported on March 2 that Allied fell the most in more
than a week in U.S. trading after auditors expressed "substantial
doubt about the company's ability to continue as a going concern."

Allied Capital's credit line requires the Company's assets to be
triple the amount of debt.  Mr. Greg Mason, a senior equity
analyst at Stifel Nicolaus & Co. in St. Louis, said that the
company needs to get that ratio lowered and adds, "If Allied
Capital cannot rework the covenants, or it does and then violates
them again, "that could lead to their failure".  He rates the
company "hold" and says that the key will be for the company to
pledge its assets as collateral, Bloomberg said.

Mr. Mason further adds that Allied Capital should be able to
renegotiate the agreements although "the devil will be in the
details."

                       About Allied Capital

Allied Capital (NYSE:ALD) -- http://www.alliedcapital.com-- is a
business development company in the U.S. that is regulated under
the Investment Company Act of 1940.  Allied Capital invests long-
term debt and equity capital in middle market businesses
nationwide. Founded in 1958 and operating as a public company
since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years. At September 30, 2008,
Allied Capital had $4.6 billion in total assets, $2.1 billion in
total borrowings, $2.4 billion in total equity and a net asset
value per share of $13.51. Allied Capital has a diverse portfolio
of investments in 117 companies across a variety of industries.

                          *     *     *

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.

As reported by the Troubled Company Reporter on February 24, 2009,
Allied Capital Corp. is in default on a revolving credit and
$1.015 billion in notes.  Allied Capital said in a February 19
regulatory filing that it remains in discussions with lenders
under its revolving credit facility and the holders of its
outstanding private notes to seek relief under certain terms of
both the revolving credit facility and the private notes due to an
expected covenant default.


AMERICAN CAPITAL: Fitch Downgrades Issuer Default Rating to 'BB-'
-----------------------------------------------------------------
Fitch Ratings has downgraded and maintained the Rating Watch
Negative on American Capital Strategies LLC's ratings:

  -- Issuer Default Rating to 'BB-' from 'BBB-';
  -- Senior unsecured debt to 'BB-' from 'BBB-'.

The above ratings remain on Rating Watch Negative.  Approximately
$2.3 billion of unsecured debt is affected by this action.

The downgrades reflect the recognition of a $1.6 billion net
unrealized loss in the fourth quarter of 2008 and substantial
weakening of the company's capitalization.  As a result of this
loss, ACAS will breach various loan covenants under its
$1.4 billion revolving bank facility and $0.9 billion of unsecured
term debt.  The company is also unable to meet the Investment
Company Act requirement to maintain minimum asset coverage of
200%, which restricts the company from issuing any debt, except to
refinance existing debt.  Additionally, ACAS' auditors have
provided an unqualified opinion on the company's financial
statements for the year ended Dec. 31, 2008; however, they have
included a 'going concern' explanatory paragraph in their opinion
as a result of the covenant breaches under the company's unsecured
debt agreements.

The Rating Watch Negative remains in place because of the above
noted covenant breaches and subsequent default on $2.3 billion of
unsecured debt.  Resolution of the Rating Watch will be primarily
driven by ACAS' ability to reach an agreement with its unsecured
creditors in a timely fashion and reflective of any structural or
pricing changes.  Absent a timely agreement, which Fitch would
expect to occur within the next 60 to 90 days, or acceleration of
the debt, a rating downgrade of more than one notch is highly
likely.  Moreover, even if a timely agreement is achieved, based
on the significant potential for further deterioration in
underlying financial performance and the need to sell assets to
reduce leverage, Fitch is likely to maintain a Negative Rating
Outlook upon resolution of the Rating Watch.

ACAS is actively negotiating with its banks and unsecured lenders.
Fitch believes restructure terms will likely include higher
pricing and additional principal amortization, in part, necessary
to meet the 200% asset coverage requirement under the Investment
Company Act of 1940.  Fitch also recognizes that unsecured lenders
may also require a collateral interest in all existing
unencumbered portfolio assets

The magnitude of further unrealized losses and ability to remain
in compliance with revised debt covenants remains a critical near-
term rating factor.  Due to recessionary economic conditions,
Fitch anticipates that capitalization will weaken further due to
deterioration in both underlying investment portfolio performance
and further declines in market spreads or valuation multiples.

The ability to achieve asset sales to meet ongoing funding and
debt repayment requirements also represents a critical rating
factor.  Fitch believes the sale of investment assets will be
necessary to satisfy asset coverage and potential near-term
principal amortization requests from its lenders.  This belief
reflects the fact that ACAS will be unable to raise equity capital
and that cashflow generated via operations and from contractual
repayments from investments is insufficient to achieve the
required reduction in leverage over the near-term.

Given expected near-term sector and overall economic conditions,
proceeds from potential asset sales may be less than management's
intrinsic values for these assets and likely below current fair
value estimates.  Fitch also recognizes that the sales process
will take some time to complete and that asset sales will be
generated through the next year.


AMERICAN INT'L: Key Employees' Exodus May Hurt Restructuring
------------------------------------------------------------
American International Group Inc. warned that resignations by key
employees could hamper its restructuring plans, Lavonne Kuykendall
and Bhattiprolu Murti at Dow Jones Newswires report.

Dow Jones relates that AIG said in its annual report that a loss
of key employees could "impair its ability to effect a successful
asset disposition plan."

According to Dow Jones, AIG has seen an exodus of key employees in
recent months to take positions at better-capitalized companies.
Dow Jones relates that Charles H. Dangelo left AIG to head some of
Starr International Co.'s major insurance subsidiaries, including
Starr Indemnity & Liability Co. (SILC), and Starr Excess Lines
Insurance Co.  Mr. Dangelo was formerly chief reinsurance officer
and president of AIG Global Risk Management.

AIG said in a filing with the U.S. Securities and Exchange
Commission that uncertainty in AIG's financial condition, asset
dispositions, and decline in the firm's stock price "have
adversely affected AIG's ability to retain key employees and to
attract new employees."  According to Dow Jones, AIG's latest
government bailout puts new limits on top-executive compensation.
Citing an insurance industry consultant, the report says that
government restrictions on pay and bonuses could urge workers to
look elsewhere, and could give rivals an inexpensive way of taking
over major parts of AIG's business.

Dow Jones quoted Rancho Santa Fe-based consultant Andrew Barile as
saying, "I can give AIG a check for $1 billion [to buy a business
unit] or I can put the $1 billion in the bank and steal AIG's
people instead," is the thinking among insurance company rivals.

AIG, Dow Jones relates, said that it has granted retention awards
and has taken other steps to keep its key employees, but it can't
give any assurance that these actions will be successful.

                Gov't Aims to Sell Firm in Pieces

Sudeep Reddy and Liam Pleven at WSJ report that government
officials said on Monday that they are aiming to shrink AIG by
selling off assets once the market improves, scaling the firm back
to a domestic insurance business and reducing the risks AIG poses
to the financial system.  Citing government officials, WSJ states
that major restructuring measures must wait until the economy
improves.

According to WSJ, the government has already risked more than
$170 billion to keep AIG alive, and government officials said that
if the economy worsens, the firm may need more money.  WSJ states
that the bailout of AIG has increased, and taxpayers have taken on
more risk:

    * On September 16, 2008, the government extended AIG a two-
      year loan of up to $85 billion, and gets a 79.9% stake in
      return.

    * On October 8, 2008, bailout loans increase to almost
      $123 billion due to problems in AIG's securities-lending
      program.

    * On November 9, 2008, the rescue package increases to
      $150 billion, including a new $40 billion federal
      investment.

    * On March 1, 2009, the government makes $30 billion in TARP
      money available and cuts the loans to up to $25 billion.

                 About American International

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

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

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

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

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

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

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


AMERICAN INT'L: Unit to Be Placed in Special Purpose Vehicle
------------------------------------------------------------
American International Group, Inc., and American Life Insurance
Company (ALICO) disclosed a set of actions, taken in cooperation
with the U.S. Department of the Treasury (U.S. Treasury) and the
Federal Reserve, to improve AIG's capital structure, protect and
enhance the value of its key businesses, and position these
franchises for the future as more independently run, transparent
companies.

AIG is working closely with the management of each of its major
operating businesses to establish the appropriate governance and
capital structures for those businesses.  Certain businesses that
are already positioned for sale will continue on this track; some
will be held for later divestiture; and some businesses, such as
ALICO and American International Assurance Company, Ltd (AIA),
will continue to review their divestiture options, which
ultimately may include a public offering of shares, depending on
market conditions.

AIG intends to contribute the equity of ALICO and AIA into special
purpose vehicles (SPVs) in exchange for preferred and common
interests in the SPVs.  This will enable the Federal Reserve Bank
of New York (FRBNY) (or a trust for the benefit of the FRBNY) to
receive preferred interests in repayment of a portion of the FRBNY
facility.  The amount of the preferred interests will be a
percentage of the fair market value of ALICO and AIA based on
valuations acceptable to the FRBNY.  AIG will continue to hold the
common interests in the SPVs.  These transactions will reduce
AIG's debt and interest carrying costs, while allowing AIG to
continue to benefit from its ongoing common interests in the SPVs.
Until subsequent divestment, ALICO will remain a wholly owned
subsidiary of AIG, consolidated in AIG's reported financial
statements.

"Given the importance of ALICO and AIA to repaying our obligation
to the U.S.  government, we think this structure is the optimal
solution to maintain the value of these businesses and best
position them to enhance their franchises," said Edward M. Liddy,
Chairman and Chief Executive Officer of AIG.

"The ultimate success of our restructuring plan centers on
ensuring that the unique businesses that make up AIG can thrive on
their own.  While this process may take up to several years to
complete, we will ultimately create stronger, sounder businesses
worthy of investor, customer, and regulatory confidence.  We
greatly appreciate the continued cooperation and support of our
customers, business partners, the U.S. government and regulators
around the world," Mr. Liddy said.

"We are delighted by the changes announced by AIG today," said
Rodney O.  Martin Jr., ALICO Chairman and Chief Executive Officer.
"This sends a clear message to our stakeholders that ALICO
continues to be a trustworthy, reliable and qualified partner.  It
will position us well in continuing to focus on our core life
insurance and retirement services business.  We can continue to
execute ALICO's successful business model to enhance the value of
our franchise and to provide maximum value to the U.S.  taxpayers.
We continue to have very strong insurance operations and our
ability to pay claims will be unaffected by this change."

AIG also confirmed today that it had received proposals to acquire
all or part of the share capital of ALICO.  These proposals are
preliminary and are being reviewed along with AIG's consideration
of a full or partial IPO of ALICO.  "We will continue to consider
all strategic alternatives for ALICO and evaluate expressions of
interest from qualified parties with access to capital," Mr.
Martin said.

   AIG to Form AIU Holdings for General Insurance Businesses

AIG will form a General Insurance holding company, including its
Commercial Insurance Group, Foreign General unit, and other
property and casualty operations, to be called AIU Holdings, Inc.,
with a board of directors, management team and brand distinct from
AIG.  The establishment of AIU Holdings, Inc., will assist AIG in
preparing for the potential sale of a minority stake in the
business, which ultimately may include a public offering of
shares, depending on market conditions.

Kristian P. Moor, currently President and CEO, AIG Property
Casualty Group, will be President of AIU Holdings, Inc.  Nicholas
C.  Walsh, currently President and CEO, AIU, will be Vice Chairman
of AIU Holdings, Inc.  A chairperson will be named at a later
date.  John Q. Doyle, currently President and CEO, AIG Commercial
Insurance, will assist in the formation of AIU Holdings, Inc., by
assuming additional responsibility for the Domestic Personal Lines
Division.

"AIG is executing one of the most extensive corporate
restructuring programs in history," said Mr. Liddy.  "The
formation of AIU Holdings, Inc., will help protect and enhance the
value of these key businesses, and position them for the future as
more independently run, transparent companies."

When formed, AIU Holdings will be a unique leading franchise with
more than 44,000 employees and 500 products and services serving
40 million commercial and individual customers in 130 countries
and jurisdictions.

                 About American International

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

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

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

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

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

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

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


AMERICAN INT'L: Fitch Affirms Outlook on Firm Govt. Support
-----------------------------------------------------------
U.S. Government support remains firmly in place for American
International Group Inc. (AIG) despite a $61.7 billion fourth
quarter-2008 (4Q'08) net loss as actions taken in cooperation with
the U.S. Treasury and the Federal Reserve are intended to promote
AIG's return to financial stability, according to Fitch Ratings.

However, the possibility of increased future political or other
incentives to defer payments on hybrid instruments in order to
preserve cash to support repayment of taxpayer funded capital is a
concern for AIG's deferrable hybrid securities.

Ratings that Fitch has affirmed with a Stable Outlook include
AIG's:

  -- Long-term IDR of 'A';
  -- Senior unsecured securities of 'A';
  -- Insurer Financial Strength (IFS) ratings of subsidiary
     insurers that AIG intends to retain as part of its
     previously announced restructuring of 'AA-'.

Ratings that Fitch has downgraded include AIG's:

  -- Junior subordinated securities to 'BB' from 'A-';
  -- Trust preferred securities to 'BB' from 'A-'.

Ratings that remain on Rating Watch Evolving include:

  -- IFS ratings of 'AA-' of subsidiary insurance companies that
     AIG does not intend to retain as part of its previously
     announced restructuring plan

  -- International Lease Finance, Inc.'s and American
     General Finance Corp's. various ratings.

AIG announced these actions to be taken in cooperation with the
U.S. Treasury and Federal Reserve Board.  Fitch views these
actions positively since they enhance the company's liquidity and
reduce the company's annual preferred dividend requirements and
financial leverage.  Favorably this added level of support
highlights the commitment by the U.S. Government to assure that
AIG remains financially healthy and meets its future obligations.
Negatively, additional support was required due to AIG's very weak
performance, as well as AIG's inability to date to move forward in
selling assets at reasonable terms consistent with its
restructuring plan.

  -- The U.S. Treasury will commit to purchase $30 billion of new
     10% perpetual non-cumulative preferred shares in AIG.  The
     capital commitment will remain in place for five years and
     be made available to AIG to draw upon at the company's
     option as long as the U.S. Treasury's ownership interest in
     AIG remains greater than 50% and AIG has not entered into
     bankruptcy.

  -- The dividend on AIG's existing $40 billion of outstanding
     Series D cumulative preferred shares will be revised to a
     non-cumulative dividend from a cumulative dividend.

  -- AIG will enter into two separate transactions under which a
     portion of the company's economic interests in two of its
     flagship life insurance companies, American Life Insurance
     Company and American International Assurance will ultimately
     be exchanged with the Federal Reserve Bank of New York.
     Consideration received by AIG in this exchange will be
     satisfaction of a portion of the debt due to the FRBNY under
     the existing $60 billion senior secured credit facility
     between AIG and the FRBNY. Fitch's expectation is that the
     value of this exchange will be $20-25 billion.

  -- AIG and the FRBNY will enter into transactions in which
     certain of AIG's domestic life insurance companies will
     issue securitization notes to the FRBNY backed by expected
     future profits on designated blocks of life insurance
     policies.  Consideration received by AIG in this exchange
     will be satisfaction of a portion of the debt due to the
     FRBNY under the existing $60 billion credit facility between
     AIG and the FRBNY.  Fitch's expectation is that the value of
     this exchange will be up to $6 billion.

Fitch continues to believe that the U.S. government has
significant incentives to assure AIG is successful in implementing
its restructuring plan to manage systemic risks primarily
emanating from AIG's role as a counterparty within its Financial
Products CDS business.  AIG's ratings are accordingly based
heavily on an assumed 'government support floor'.  Absent this
assumption of ongoing government support, AIG's IDR and senior
debt ratings would not be investment grade.

The downgrade of AIG's hybrid securities ratings reflects Fitch's
broader concerns for financial institutions receiving significant
government support that that there may be increased future
political or other incentives to defer payments on these
instruments in order to preserve cash to support repayment of
taxpayer funded capital.  These downgrades are consistent with
actions Fitch has recently taken on deferrable hybrid securities
issued by several other large financial institutions globally that
have received significant financial support from various
governments.  Fitch notes, however, AIG has indicated it has no
plans to defer.

The Stable Outlook on AIG's IDR and retained insurance company
subsidiaries reflects Fitch's rating expectations for the next 12-
to-18 months.  Beyond that time horizon, AIG's ratings are exposed
to above average ratings migration risk due to uncertainty as to
AIG's financial profile after it emerges from being government
supported.  Due to the significant volatility experienced by AIG
over the past year, Fitch can not reasonably predict at this time
what AIG's ratings levels may be post-government support.

Fitch views these factors as generating the most uncertainty
surrounding AIG's future ratings levels:

  -- Potential erosion in the competitive position and franchise
     value of AIG's commercial insurance and foreign general
     insurance subsidiaries resulting from AIG's well-publicized
     financial difficulties.

Fitch would view the emergence, over the next six to twelve
months, as evidence of such erosion:

  -- Market share and gross premium volume declines that are
     inconsistent with the companies' historical trends and
     inconsistent with peer company experience;

  -- Declines in client retention levels that are inconsistent
     with the companies' historical trends and inconsistent with
     peer company experience;

  -- On-going defections of key staff members;

  -- Underwriting profitability on an accident year and calendar
     year basis that is inconsistent with the companies'
     historical trends or peer company results;

  -- Overall profitability and capital formation rates that are
     inconsistent with the companies' historical trends or peer
     company results.

  -- AIG's commercial and foreign general insurance units' 4Q'08
     results generally lagged those of peers as net written
     premiums declined materially and combined ratios were
     materially higher than those of peers.  Fitch believes that
     some of this underperformance can be explained by items that
     are related to the organization's restructuring, such as the
     large adverse effect a goodwill write-off had on the units'
     combined ratios.  However, Fitch believes that other
     portions, such as the larger than peers' decline in net
     premiums written are tied to market concerns with respect
     AIG's financial stability where insureds with significant
     insurance exposure to AIG have diversified their insurance
     coverage.

  -- AIG Financial Products Corp.'s portfolio of credit default
     swap and various derivative contracts could generate
     material cash and or capital needs under various scenarios.
     At Sept. 30, 2008, the notional value of the portfolio,
     excluding the multi-sector CDO portfolio, was $306 billion.
     Fitch believes that the liquidity and capital strain
     associated with the multi-sector CDO portfolio, which had
     been the most troublesome portion of the overall portfolio,
     have been alleviated by steps AIG and the FRBNY announced in
     November 2008.  While AIGFP's plans to wind-down AIGFP's
     portfolio appear to be well-designed and implementation
     appears to be progressing according to plan, Fitch views the
     portfolio's sheer size as representing a material source of
     risk.

  -- AIGFP had $43 billion of outstanding debt at Sept.30, 2008.
     Fitch continues to view the majority of this debt as
     'matched funded debt' in the sense that there are assets
     with comparable durations supporting the debt obligations.
     However, given the potential for continuing financial market
     volatility that could adversely affect AIGFP, Fitch believes
     that ability of the companies' matched assets to fully fund
     these obligations is under heightened stress.

  -- AIG's American General Finance Corp. subsidiary will also
     need to rely on support from AIG to fulfill any debt
     obligations to the extent there is a cash flow shortfall.
     Importantly, AIG is required to maintain AGF's net worth
     under the company's fully drawn bank facility, affording
     additional comfort that AIG is incented to maintain AGF over
     the near-term.

There is a high potential for future losses from various
exposures.  AIG's $61.7 billion net loss for the fourth quarter of
2008 was materially outside of expectations.  The results include
$51 billion of after-tax non-cash charges including
$21 billion of tax-related items, a $13 billion charge for mark-
to-market losses on investments that are classified as other than
temporarily impaired, a $5 billion mark-to-market charge on
AIGFP's portfolio of CDS contracts, and a $4 billion goodwill
impairment charge.

Fitch has taken these rating actions:

American International Group, Inc.

  -- Long-term IDR affirmed at 'A';

  -- Senior debt affirmed at 'A';

  -- 6.25% series A-1 junior subordinated debentures due March 15,
     2087 downgraded to 'BB' from 'A-';

  -- 5.75% series A-2 junior subordinated debentures due March 15,
     2067 downgraded to 'BB' from 'A-';

  -- 4.875% series A-3 junior subordinated debentures due March
     15, 2067 downgraded to 'BB' from 'A-';

  -- 6.45% series A-4 junior subordinated debentures due June 15,
     2077 downgraded to 'BB' from 'A-';

  -- 7.7% series A-5 junior subordinated debentures due Dec. 18,
     2062 downgraded to 'BB' from 'A-';

  -- 8.175% series A-6 junior subordinated debentures due May 15,
     2058 downgraded to 'BB' from 'A-';

-- 8% series A-7 junior subordinated debentures due May 22,
   2038 downgraded to 'BB' from 'A-';

  -- 8.625% series A-8 junior subordinated debentures due May 22,
     2068 downgraded to 'BB' from 'A-'

  -- 5.670% series B-1 debentures due Feb. 15, 2041 downgraded to
     'BB' from 'A-';

  -- 5.820% series B-2 debentures due May 1, 2041 downgraded to
     'BB' from 'A-';

  -- 5.89% series B-3 debentures due Aug. 1, 2041 downgraded to
     'BB' from 'A-';

  -- Short-term IDR affirmed at 'F1'.

AIG Funding, Inc.

  -- Commercial paper affirmed at 'F1'.

AIG International, Inc.

  -- Long-term IDR affirmed at 'A';
  -- Senior debt affirmed at 'A';

AIG Life Holdings (US), Inc. (formerly American General Corp.)

  -- Long-term IDR affirmed at 'A';
  -- Senior debt affirmed at 'A''.

21st Century Insurance Group

  -- Long-term IDR affirmed at 'A';
  -- Senior debt affirmed at 'A'

ASIF Program
ASIF II Program
ASIF III Program
ASIF Global Financial Program

  -- Program ratings affirmed at 'AA-'.

American General Capital II

-- 8.5% preferred securities due July 1, 2030 downgraded to
   'BB' from 'A-';

American General Institutional Capital A and B

  -- 7.57% capital securities due Dec. 1, 2045 downgraded to 'BB'
     from 'A-';

American General Institutional Capital B

  -- 8.125% capital securities due March 15, 2046 downgraded to
     'BB' from 'A-';

HSB Capital Trust I

  -- 5.06% Preferred securities due July 15, 2027 downgraded to
     'BB' from 'A-';

Fitch has affirmed these 'AA-' IFS ratings with a Stable Outlook:

National Union Inter-company Pool Members:

  -- AIG Casualty Company (formerly Birmingham Fire Ins. Co. of
     PA);

  -- American Home Assurance Company;

  -- American International South Insurance Company;

  -- Commerce and Industry Insurance Company;

  -- Granite State Insurance Company;

  -- Illinois National Insurance Co. ;

  -- National Union Fire Insurance Company of Pittsburgh, PA;

  -- New Hampshire Insurance Company;

  -- The Insurance Company of the State of Pennsylvania.

Lexington Inter-company Pool Members:

  -- AIG Excess Liability Insurance Company, Ltd. (formerly Starr
     Excess Liability Ins. Co., Ltd.);

  -- Landmark Insurance Company;

  -- Lexington Insurance Company.

Foreign-Domiciled General Insurance Companies

  -- AIG MEMSA Insurance Company Ltd. (UAE);

  -- AIG (UK) Ltd. (formerly The Landmark Insurance Co. Ltd.
     (UK);

  -- American International Underwriters Overseas, Ltd. (Bermuda).

Fitch has also affirmed these National Scale IFS ratings with a
Stable Rating Outlook:

  -- La Interamericana Compania de Seguros Generales S.A.:
     'AA+'(chl);

  -- AIG Union Y Desarrolo, S.A.: 'AA'(slv);

  -- AIG South Africa Limited 'AAA' (zaf)

  -- AIG Life South Africa Limited 'AAA' (zaf)

Additionally, Fitch has affirmed these 'AA-' IFS ratings with a
Negative Rating Outlook:

  -- United Guaranty Residential Insurance Company

These 'AA-' Insurer Financial Strength ratings remain on Rating
Watch Evolving:

  -- AGC Life Insurance Company;

  -- AIG Annuity Insurance Company;

  -- AIG Life Insurance Company;

  -- AIG SunAmerica Life Assurance Company;

  -- American General Life and Accident Insurance Company;

  -- American General Life Insurance Company;

  -- American International Assurance Company (Bermuda) Limited;

  -- American International Life Assurance Company of New York;

  -- American Life Insurance Company;

  -- First SunAmerica Life Insurance Company;

  -- SunAmerica Life Insurance Company;

  -- The United States Life Insurance Company in the City of New
     York;

  -- The Variable Annuity Life Insurance Company.

AIG Personal Lines Inter-company Pool Members:

  -- 21st Century Casualty Company;

  -- 21st Century Insurance Company;

  -- 21st Century Insurance Company of the Southwest;

  -- AIG Advantage Insurance Company (formerly Minnesota Ins.
     Co.);

  -- AIG Auto Insurance Company of New Jersey;

  -- AIG Centennial Insurance Company;

  -- AIG Hawaii Insurance Company;

  -- AIG Indemnity Insurance Company;

  -- AIG National Insurance Company, Inc.;

  -- AIG Preferred Insurance Company;

  -- AIG Premier Insurance Company;

  -- American International Insurance Company;

  -- American International Insurance Company of California;

  -- American International Insurance Company of New Jersey;

  -- American International Pacific Insurance Company;

  -- American Pacific Insurance Company;

  -- New Hampshire Indemnity Company, Inc..

Non-Pooled Companies

  -- AIU Insurance Company;
  -- American International Specialty Lines Insurance Company;
  -- Hartford Steam Boiler Inspection & Insurance Company;

This National Scale IFS rating remains on Rating Watch Evolving:

  -- La Interamericana Compania de Seguros de Vida S.A. 'AA+'
     (chl)

These ratings remain on Rating Watch Evolving:

International Lease Finance, Corp.

  -- Long-term IDR 'A';
  -- Senior unsecured debt 'A';
  -- Preferred stock 'A-';
  -- Short-term IDR 'F1':
  -- Commercial paper 'F1'.

American General Finance, Inc.

  -- Long-term IDR 'BBB';
  -- Short-term IDR 'F1';
  -- Commercial paper 'F1';

American General Finance, Corp.

  -- Long-term IDR 'BBB';
  -- Senior debt 'BBB';
  -- Short-term IDR F1';
  -- Commercial paper 'F1';

AGFC Capital Trust I

  -- Preferred stock 'BB';

CommoLoCo Inc.

  -- Short term IDR at 'F1';
  -- Commercial paper 'F1';


AMERICAN INT'L: Moody's Confirms Senior Unsecured Ratings
---------------------------------------------------------
Moody's Investors Service has confirmed the A3 senior unsecured
debt and Prime-1 short-term debt ratings of American International
Group, Inc.  AIG's subordinated debt rating has been downgraded to
Ba2 from Baa1.  The rating outlook for AIG is negative.  This
rating action follows AIG's announcement of net losses of $62
billion for the fourth quarter and $99 billion for the full year
of 2008, along with a revised restructuring plan supported by the
US Treasury and the Federal Reserve.  This concludes a review for
possible downgrade that was initiated on September 15, 2008.

In addition, Moody's has confirmed the insurance financial
strength ratings of AIG's core property & casualty operations,
including AIG Commercial Insurance (AIGCI -- Aa3, negative), AIG
UK Limited (AIG UK -- A1, negative) and AIG General Insurance
(Taiwan) Co., Ltd. (AIGGI Taiwan -- A3, negative).  Also confirmed
were the IFS ratings of American International Assurance Company
(Bermuda) Limited (AIAB -- Aa3, negative), Transatlantic
Reinsurance Company (Transatlantic -- Aa3, developing), and United
Guaranty Residential Insurance Company (UGRIC -- A3, negative).
The rating agency downgraded the IFS ratings of AIG's Domestic
Life Insurance & Retirement Services companies, American Life
Insurance Company (ALICO) and AIG Edison Life Insurance Company to
A1 (developing) from Aa3.

"The rating confirmation for AIG and its core P&C operations
reflects the benefits to policyholders and senior creditors from
the restructuring steps announced today," said Bruce Ballentine,
Moody's lead analyst for AIG, "as well as Moody 's expectation
that the government will provide incremental support as needed to
ensure that AIG can meet its obligations through this period of
severe economic recession and market turmoil."  The expectation of
systemic support is based on the substantial size and global scope
of AIG's insurance and financial operations, and is consistent
with actions taken to date by the US government and related
statements made by the US Treasury and Federal Reserve.  The IFS
ratings of the core P&C subsidiaries and the senior debt rating of
AIG incorporate Moody's view that AIG will emerge from the
government intervention as a leading global P&C insurer with a
sound credit profile.

"The negative rating outlook on AIG and its core P&C operations
signals the potential loss of customers, distributors and
employees during the period of government intervention," added Mr.
Ballentine, "along with the uncertainty regarding the ownership
and capital structure following the intervention."  Other areas of
risk and uncertainty include: (i) potential erosion of values in
operations to be divested; (ii) potential further declines in
investment portfolio values, particularly in life insurance
subsidiaries, which may require further capital infusions; (iii)
the timing of divestitures and resulting proceeds, given the
limited funding available to potential buyers; and (iv) the timing
and costs associated with unwinding AIG Financial Products Corp.
(AIGFP).

AIG's fourth-quarter loss was driven mainly by realized capital
losses on investments (including other-than-temporary
impairments), write-downs of intangible assets, unrealized market
valuation losses on derivatives, and other charges related to the
ongoing restructuring efforts.  Major aspects of the revised
restructuring plan include: (i) conversion of the existing $40
billion preferred stock provided by the US Treasury to a non-
cumulative issue; (ii) commitment from the US Treasury for an
additional $30 billion of preferred equity capital; (iii) debt-
for-equity swaps whereby the Federal Reserve Bank of New York (the
NY Fed) will exchange a portion of the senior secured loan under
its $60 billion facility for preferred interests in certain
operating units; and (iv) exchanges by the NY Fed of a portion of
the senior secured loan for embedded value securitization notes
from certain DLIRS companies.  These actions were prompted by
AIG's fourth-quarter loss and the deteriorating market conditions,
and will give the company greater flexibility to pursue its
restructuring and divestiture plans.

                    Subordinated Debt Ratings

Moody's lowered AIG's subordinated debt ratings to Ba2 from Baa1.
The rating agency noted that the cumulative nature of the interest
on such instruments reduces the incentive to defer interest
payments, especially in light of the enhancements to AIG's capital
position.  Nevertheless, in the event of further liquidity strains
and/or a need for additional government support, the risk of
deferred payment on these instruments, as well as the risk of a
potential restructuring, warrants additional notching on these
ratings down from AIG's senior unsecured debt rating.

                Rating Actions On Core Operations

The confirmations of the IFS ratings of AIGCI, AIG UK and AIGGI
Taiwan were based on Moody's expectation of a sound business and
financial profile for the global P&C operations following the
government intervention.  "AIG holds one of the world's largest
and most diversified P&C operations, with a leading market
presence in global accounts along with solid positions in several
local markets," commented Mr. Ballentine.  These operations have
suffered some loss of business, especially in the most credit
sensitive lines, as a result of parent company turmoil and the
weak economy, according to the rating agency.  The negative
outlook reflects the potential for further business erosion during
the period of government intervention, whether through loss of
customers, distributors and employees or through aggressive
pricing which could hurt underwriting results over time.

           Rating Actions on Operations To Be Divested

The downgrades of the IFS ratings of the DLIRS companies and of
ALICO and AIG Edison reflect business disruptions related to
turmoil at AIG as well as general deterioration in economic
conditions and investment portfolio values.  Moody's noted that
business disruptions were most pronounced during the fall of 2008,
when several business units experienced spikes in customer
surrenders and steep declines in new business.  Since that time,
the business flows have recovered to varying degrees, with recent
growth in some markets and a slower pace of decline in others.
AIG has contributed large amounts of capital to its life insurance
subsidiaries, particularly the DLIRS companies, to offset the
effects of investment losses and equity market declines over the
past year.  "The current ratings incorporate Moody's expectation
that the government will support these operations and maintain
their capital levels throughout the divestiture process," said
Laura Bazer, lead analyst for the DLIRS companies and ALICO.  "The
developing outlook reflects the possibility of business sales over
time to buyers of higher, equal or lower credit quality, and the
potential for further business erosion, in the event that
divestitures are delayed."

The confirmation of the IFS rating of AIAB reflects its strong
market presence and that of the broader American International
Assurance across Asia and Australia, along with an expectation
that the group will eventually attract one or more buyers who will
maintain capitalization at a level consistent with the current
rating.  AIA has suffered some of the same disruptions as AIG's
other life operations, but the rating agency still sees the
business and financial profile as consistent with a rating in the
Aa range.  The negative outlook reflects uncertainty about the
future ownership structure as well as the challenging market
conditions.

The confirmation of the IFS rating of Transatlantic reflects
Moody's view that this unit maintains a strong presence in the
broker reinsurance market and an appropriate capital structure to
support the rating.  Transatlantic, which is publicly traded with
an approximate 59% stake held by AIG, generates about 13% of its
business through AIG affiliates and the remainder through globally
diversified sources.  The developing outlook signals uncertainty
regarding Transatlantic's future ownership structure.

                         Unwinding Aigfp

Moody's said that AIGFP has developed a comprehensive plan to
unwind its business, attempting to strike a balance between
reducing exposures rapidly and limiting cash outflows.  AIGFP has
already eliminated some of its more challenging exposures,
including substantially all of its credit default swaps covering
multi-sector credit default obligations.  "Still, the ultimate
costs and duration of the unwinding process are difficult to
estimate and could be substantial," said Mr. Ballentine.  For
instance, remaining exposures include CDS written for regulatory
capital or corporate arbitrage purposes, where further market
deterioration and/or changes in valuation methods could lead to
sizable losses and collateral requirements.

                         Other Operations

In confirming UGRIC's IFS rating with a negative outlook, Moody's
noted that the rating is based mainly on the benefits of a net
worth maintenance agreement provided by AIG and a fixed-dollar-
limit reinsurance agreement provided by an AIGCI member.

The long-term ratings of International Lease Finance Corporation
and American General Finance Corporation remain under review for
possible downgrade and will be addressed in separate rating
announcements over the next week or two.

AIG, based in New York City, is an international insurance and
financial services organization, with operations in more than 130
countries and jurisdictions.  The company is engaged through
subsidiaries in General Insurance, Life Insurance & Retirement
Services, Financial Services and Asset Management.  AIG reported a
net loss of $61.7 billion for the fourth quarter of 2008.
Shareholders' equity was approximately $52.7 billion as of
December 31, 2008.

The last rating action took place on December 18, 2008, when
Moody's commented on AIG's restructuring efforts, while continuing
the review for possible downgrade.

Moody's has announced these rating actions:

            Ratings Confirmed With A Negative Outlook

* American International Group, Inc. -- long-term issuer rating
  at A3, senior unsecured debt at A3, short-term issuer rating at
  Prime-1;

* AIG Funding, Inc. -- backed short-term debt at Prime-1;

* AIG General Insurance (Taiwan) Co., Ltd. -- insurance financial
  strength at A3;

* AIG Life Holdings (US), Inc. -- backed senior unsecured debt at
  A3;

* AIG Liquidity Corp. -- backed short-term debt at Prime-1;

* AIG Retirement Services, Inc. -- backed senior unsecured debt
  at A3;

* AIG UK Limited -- insurance financial strength at A1;

* American International Assurance Company (Bermuda) Limited --
  insurance financial strength at Aa3;

* Capital Markets subsidiaries -- AIG Financial Products Corp.,
  AIG Matched Funding Corp., AIG-FP Capital Funding Corp., AIG-FP
  Matched Funding Corp., AIG-FP Matched Funding (Ireland) P.L.C.,
  Banque AIG -- backed senior unsecured debt at A3;

* Capital Markets subsidiaries -- AIG Financial Products Corp.,
  AIG Matched Funding Corp. -- backed short-term debt at Prime-1;

* Commercial Insurance subsidiaries -- AIG Casualty Company; AIU
  Insurance Company; American Home Assurance Company; American
  International Specialty Lines Insurance Company; Commerce and
  Industry Insurance Company; National Union Fire Insurance
  Company of Pittsburgh, Pennsylvania; New Hampshire Insurance
  Company; The Insurance Company of the State of Pennsylvania --
  insurance financial strength at Aa3;

* Mortgage Guaranty subsidiaries -- United Guaranty Mortgage

* Indemnity Company, United Guaranty Residential Insurance
  Company -- backed insurance financial strength at A3.

           Ratings Confirmed With A Developing Outlook

* AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance
  Company, First SunAmerica Life Insurance Company, SunAmerica
  Life Insurance Company -- short-term insurance financial
  strength at Prime-1;

* Transatlantic Holdings, Inc. -- senior unsecured debt at A3;

* Transatlantic Reinsurance Company -- insurance financial
  strength at Aa3.

Ratings Assigned To Replacement Shelf With A Developing Outlook

* Transatlantic Holdings, Inc. -- senior unsecured debt shelf at
  (P)A3, subordinated debt shelf at (P)Baa1.

        Ratings Downgraded With A Developing Outlook

* AIG Edison Life Insurance Company -- insurance financial
  strength to A1 from Aa3;

* AIG SunAmerica funding agreement-backed note programs -- AIG
  SunAmerica Global Financing Trusts, ASIF I & II, ASIF III
(Jersey) Limited, ASIF Global Financing Trusts -- senior
  secured debt to A1 from at Aa3;

* AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance
  Company, First SunAmerica Life Insurance Company, SunAmerica
  Life Insurance Company -- insurance financial strength to A1
  from Aa3;

* American Life Insurance Company -- insurance financial strength
  to A1 from Aa3;

* Domestic Life Insurance & Retirement Services subsidiaries --
  AIG Annuity Insurance Company, AIG Life Insurance Company,
  American General Life and Accident Insurance Company, American
  General Life Insurance Company, American International Life
  Assurance Company of New York, The United States Life Insurance
  Company in the City of New York, The Variable Annuity Life
  Insurance Company -- insurance financial strength to A1 from
  Aa3.

            Ratings Downgraded With A Negative Outlook

* American International Group, Inc. -- subordinated debt at to
  Ba2 from Baa1;

* American General Capital II -- backed trust preferred stock to
  Ba2 from Baa1;

* American General Institutional Capital A & B -- backed trust
  preferred stock to Ba2 from Baa1.

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


AMERICAN INT'L: Says Former CEO Created of Financial Products
-------------------------------------------------------------
Kathy Shwiff at The Wall Street Journal reports that American
International Group Inc. said that former CEO Maurice Greenberg
was "directly responsible" for the creation of financial products,
the Company's compensation structure and its businesses, including
the book of CDSs.

WSJ relates that the financial products caused AIG's near
collapse.

As reported by the Troubled Company Reporter on March 3, 2009, Mr.
Greenberg filed in New York federal court a lawsuit against the
firm, accusing it of securities fraud tied to misrepresentations
of billion of dollars in losses on the company's portfolio of
credit default swaps.  Mr. Greenberg claimed misrepresentations by
these defendants led him to acquire stock in AIG at an inflated
price as part of his deferred compensation plan:

     -- former Chief Executive Martin Sullivan,
     -- former Chief Financial Officer Steven Bensinger,
     -- the former head of AIG's financial products division,
     -- Joseph Cassano, and
     -- four directors.

Mr. Greenberg, WSJ relates, said that he is suing AIG because the
Company's managers failed to disclose in 2007 that outside
auditors had uncovered "material problems" in the Company's
accounting.  Mr. Greenberg said that he exercised options to
purchase AIG stock, unaware of the problems, WSJ states.

According to WSJ, AIG said that Mr. Greenberg's lawsuit was
"utterly without merit" and that "it strains common sense to
accept Greenberg's allegations that he was misled or did not
appreciate the risks from the multisector CDS book written by
AIG."

WSJ quoted Liz Bowyer, a spokesperson for Mr. Greenberg, as
saying, "These attacks on Mr. Greenberg are apparently designed to
deflect attention from AIG's disastrous performance since Mr.
Greenberg retired four years ago, and to distract attention from
its wasteful use of shareholder and taxpayer funds since that
time."

Citing Ms. Bowyer, WSJ relates that AIG's massive losses in 2007
and 2008 resulted from a shift in the way the financial products
unit did business, reportedly writing as many CDSs on
collateralized debt obligations in the nine months after Mr.
Greenberg's departure as it had written in the previous seven
years.  Majority of those were exposed to subprime mortgages, says
WSJ.  Mr. Greenberg, according to the report, said, that "the risk
controls that Mr. Greenberg and his team put in place reportedly
were weakened or removed after his retirement, and the massive
additional exposure in AIGFP was apparently not hedged."

Mr. Greenberg claimed that under his leadership, AIG carefully
limited its exposure in credit default swaps, Fox Business states.

WSJ quoted AIG as saying, "When he [Mr. Greenberg] left AIG after
saying he could not rule out invoking his Fifth Amendment rights
against self-incrimination before a regulatory inquiry," the CDS
book was about $40 billion "and he knew that these swaps were not
hedged."

                 About American International

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

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

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

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

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

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

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


AMERICAN INT'L: Scraps Sale of Philamlife After Add'l Govt. Aid
---------------------------------------------------------------
Doris Dumlao at the Philippine Daily Inquirer reports that AIG
won't sell Philippine American Life and General Insurance
(Philamlife) after the U.S. government AGREED to provide AIG about
$30 billion in fresh funds.

Citing people familiar with the mater, Philippine Daily Inquirer
states that AIG said in an internal advisory it will fold
Philamlife under American International Assurance (AIA) Co. Ltd.,
the holding company for Asian units.  According to the report,
bidders for the unit have been notified of AIG's change of plan.

Analysts, Philippine Daily Inquirer relates, said that AIG must
have decided it wasn't in its best interest to rush the sale of
its profitable units as the tough financial environment has
depressed the valuation of the assets.  Philippine Daily Inquirer,
citing market sources, reports that AIG may not have been happy
with the bids submitted for Philamlife.  The report states that
the bidders include the Bank of the Philippine Islands and Banco
de Oro Unibank, which was in partnership with foreign
institutions.  The fresh funds from the U.S. government also
removed the urgency of closing a deal, says the report.

According to Philippine Daily Inquirer, analysts said that AIG
might still consider selling Philamlife in case it gets a very
good offer in the future.

Philippine Daily Inquirer quoted an analysts at a foreign stock
brokerage house as saying, "If the price is too low, it may be
better to operate the companies themselves.  Whether it's a good
decision or not, it remains to be seen."  AIG reportedly wanted to
raise at least P36 billion from the sale of Philamlife and its
affiliates, says Philippine Daily Inquirer.  The report states
that a deal to sell AIG's Philippine consumer finance units
bundled into AIG Philam Savings was earlier sealed in favor of
East West Bank for about $48.5 million, a premium over their
combined book value of P1.6 billion.

                 About American International

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

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

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

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

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

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

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


AMERICAN MEDIA: S&P Ups Rating to 'CCC+' on Debt Swap's Success
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based consumer and tabloid magazine
publisher American Media Operations Inc. to 'CCC+' from 'SD'
(selective default).  This follows the company's completion of an
exchange offer for its subordinated notes due in 2009 and 2011.
The rating outlook is negative.

At the same time, S&P raised the issue level rating on the
company's senior secured facility to 'B-' from 'CC' and removed it
from CreditWatch, where it was placed with developing implications
on Nov. 7, 2008.  The recovery rating on this debt remains at '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default.

S&P also assigned a 'CCC-' rating to American Media's $21.2
million senior notes and $300 million subordinated notes.  The
recovery rating for these notes is '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

American Media exchanged both its 10.25% and its 8.875%
subordinated notes for new notes at more than a 40% discount to
par value.  The transaction pushed out the maturities of
subordinated indebtedness to 2013.  It also lowered leverage from
9.8x to roughly 7.5x for the 12 months ended Dec. 31, 2008
(according to S&P's calculations, which is different from the
methodology used for covenant purposes), and reduced interest
expense.

"We estimate that coverage of cash interest improved to
approximately 1.4x from 1.2x because of lower debt levels and
because some of the interest of the new notes can be paid in
kind," noted Standard & Poor's credit analyst Tulip Lim.

For the nine months ended Dec. 31, 2008, revenue and EBITDA
declined 5% and roughly 14%, respectively, due to soft advertising
demand and newsstand sales.  The company initiated a cost-savings
plan, including headcount reduction.  S&P is concerned that
operating performance may deteriorate further over the near term
and that cost reductions may not be sufficient to offset top-line
pressure from the recession.  Longer term, S&P is concerned that
magazines face secular pressure from advertising spending
migrating online.  Several of the company's publications face
intense competition from traditional lower-priced competitors and
from Web sites with celebrity news content.  Moreover, revenue in
the company's tabloid segment has continued to decline, as cover
price increases have been insufficient to offset the secular
decline in newsstand circulation.


AMERICAN STERLING: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Sugar Creek, Missouri-
based American Sterling Bank.  Weiss says 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."

American Sterling Bank is chartered as a savings association and
is primarily regulated by the Office of Thrift Supervision.
Deposits have been insured by the Federal Deposit Insurance
Corporation since January 1, 1934.  American Sterling Bank
maintains a Web site at http://www.americansterling.com/and has
five branches, three in Missouri, one in Arizona and one in
California.

At Dec. 31, 2008, American Sterling Bank reported $181 million in
assets and $169 million in liabilities in its regulatory filings.


AMR CORP: Posts $2.1-Bil. Loss for 2008, $2.9-Bil. Deficit
----------------------------------------------------------
As of December 31, 2008, AMR Corporation's balance sheet showed
total assets of $25,175,000,000 and total liabilities of
$28,110,000,000, resulting in total stockholders' deficit of
$2,935,000,000.

Gerard J. Arpey, chairman, president and chief executive officer,
disclosed that the Company recorded a net loss of $2.1 billion in
2008 compared to net earnings of $504 million in 2007.  These
results reflect a dramatic year-over-year increase in fuel prices
from an average of $2.13 per gallon in 2007 to an average of $3.03
per gallon in 2008.  Fuel expense was the Company's largest single
expense category and the fuel price increase resulted in $2.7
billion in incremental year-over-year fuel expense in 2008 --
based on the year-over-year increase in the average price per
gallon multiplied by gallons consumed.  In addition, the Company
paid 11.7 cents more per gallon in 2007 than in 2006, which drove
a $268 million negative impact to fuel expense in 2007.  Although
fuel prices have abated considerably from the record prices
recorded in July 2008, fuel prices remain volatile.  Fuel price
volatility, additional increases in the price of fuel, and
disruptions in the supply of fuel would further adversely affect
the Company's financial condition and its results of operations.

The significant rise in fuel price was partially offset by higher
unit revenues -- passenger revenue per available seat mile.
Mainline passenger unit revenues increased 7.3 percent in 2008 due
to an 8.6 percent increase in passenger yield -- passenger revenue
per passenger mile -- partially offset by a 0.9 point load factor
decrease compared to 2007.  Although passenger yield showed year-
over-year improvement, passenger yield remains essentially flat
with 2000 levels, despite cumulative inflation of approximately 25
percent over the same time frame.

In addition, the Company's 2008 operating results were impacted by
three special items:

   (1) In the second quarter, the Company announced capacity
       reductions due to unprecedented high fuel costs and the
       other challenges facing the industry.  In connection with
       these capacity reductions, the Company concluded that a
       triggering event had occurred, requiring that fixed assets
       be tested for impairment.  As a result of this test, the
       Company concluded the carrying values of its McDonnell
       Douglas MD-80 and the Embraer RJ-135 aircraft fleets were
       no longer recoverable. Consequently, the 2008 results
       include an impairment charge of $1.1 billion to write
       these and certain related long-lived assets down to their
       estimated fair values.  Also in connection with these
       capacity reductions, the Company recorded $71 million in
       expense for employee severance costs and a $33 million
       expense related to the grounding of leased Airbus A300
       aircraft prior to lease expiration.

   (2) The Company completed the sale of American Beacon Advisors
       receiving total proceeds of $442 million and realizing a
       net gain of $432 million.

   (3) AMR recorded a settlement charge totaling $103 million
       related to lump sum distributions from the Company's
       defined benefit pension plans to pilots who retired.
       Pilot retirements resulted in $917 million in total lump
       sum payments to pilot retirees.

A full-text copy of the Company's annual report is available for
free at: http://researcharchives.com/t/s?39fe

                    Results of Put Option for
                4.5% Sr. Convertible Notes Due 2024

AMR Corporation disclosed on February 18 that holders of
$282,911,000 in aggregate principal amount of its 4.5% Senior
Convertible Notes due 2024 validly surrendered for purchase their
Notes prior to the expiration of their right, pursuant to the
terms of the Notes, to require AMR to purchase their Notes for
cash.  The Put Option expired at 5:00 p.m., New York City time, on
Feb. 13, 2009.  AMR has accepted for purchase all of the Notes
validly surrendered for purchase and not withdrawn.  The purchase
price for the Notes pursuant to the Put Option was $1,000 in cash
per $1,000 principal amount of the Notes, and the aggregate
purchase price for all the Notes validly surrendered for purchase
and not withdrawn was $282,911,000.  The Company has forwarded
cash in payment of the aggregate purchase price to Wilmington
Trust Company, as paying agent, for distribution to holders of the
Notes in accordance with the procedures of The Depository Trust
Company.  Following AMR's purchase of the Notes pursuant to the
Put Option, $198,000 in aggregate principal amount of the Notes
remains outstanding.

Questions regarding the Put Option should be directed to
Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, 9th Floor, Wilmington, DE, 19890, Attention: Alisha
Clendaniel (302) 636-6470.

                         About AMR Corp.

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

                           *     *     *

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


ANDERSON NEWS: Creditors Send Firm to Bankruptcy
------------------------------------------------
Anderson News LLC's creditors have filed petitions for the
Company's bankruptcy in the U.S. Bankruptcy Court for the District
of Delaware, Reuters reports.

Court documents say that these publishing companies claimed that
Anderson News owes them a combined $37.5 million:

     -- Hachette Book Group,
     -- HarperCollins Publishers,
     -- Random House Inc., and
     -- Simon & Schuster Inc.

Anderson News has 20 days to object to the bankruptcy filing,
Reuters states.

Anderson News LLC is a sales and marketing company for books and
magazines.


ANITXTER INC: Fitch Assigns 'BB+' Rating on $200 Mil. Offering
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the proposed
$200 million senior unsecured note offering by Anixter Inc.  Uses
of proceeds from the offering are for short-term debt reduction
and general corporate purposes.  Fitch continues to rate Anixter
International Inc. and its wholly owned operating subsidiary,
Anixter Inc.:

Anixter

  -- Issuer Default Rating 'BB+';
  -- Senior unsecured debt 'BB-'.

Anixter Inc.

  -- IDR 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Senior unsecured bank credit facility 'BB+'.

The Rating Outlook is Negative which reflects Fitch's outlook on
the overall IT Distributor industry based on expectations that a
reduction in global IT spending will weaken operating profiles and
could potentially lead to weakened credit profiles, particularly
if combined with the realization of event or execution risk.

The Negative Outlook for Anixter also reflects these
considerations:

  -- Anixter has significant and unhedged exposure to copper
     prices as well as the value of the Canadian Dollar and Euro
     relative to the U.S. dollar, all of which boosted
     profitability and revenue growth (upwards of several hundred
     basis points) in recent years as values increased.  This
     trend reversed dramatically in the last quarter of 2008 and
     should have an adverse effect on revenue growth and
     profitability for the next several quarters.

  -- Liquidity, which was always lower than industry peers,
     remains adequate but has been reduced by short-term
     borrowings for acquisitions in recent months.  The proposed
     note offering and use of proceeds to reduce debt outstanding
     under Anixter's accounts receivable securitization facility
     should improve overall liquidity.  Anixter ended calendar
     2008 with approximately $315 million in total liquidity
     (cash plus available revolving credit facilities, excluding
     ARS availability).  Fitch believes significant uncertainty
     remains as to the ability of companies in general to renew
     short-term credit facilities such as Anixter's ARS which
     expires in September 2009.  Fitch does expect further
     improvement in liquidity to occur through reduced working
     capital requirements as revenue declines in 2009.

  -- Anixter has $370 million (face value) of convertible notes
     outstanding which are putable to the company in July 2009 at
     roughly 46% of par which will likely offset some of the
     aforementioned expected improvements in liquidity.
     Potential event risk heightened by depressed asset prices as
     Anixter has a long history of acquisitions and shareholder
     friendly actions.

A downgrade could occur if the economic decline is more
significant and prolonged than currently anticipated leading to
expectations for reduced profitability over an extended period.
Additionally, negative rating actions will likely occur if Anixter
aggressively pursues acquisitions or shareholder friendly actions
financed by existing cash, debt issuance or free cash flow
generated from reduced working capital requirements.

Fitch expects that Anixter will forego acquisitions and
shareholder friendly actions for the foreseeable future as it
focuses on improving liquidity and maintaining margins in
uncertain economic times.

Anixter's ratings are supported by:

  -- Strong diversification of products, suppliers, customers and
     geographic penetration, which adds stability to the
     financial profile by reducing operating volatility;

  -- Market leadership in niche distribution markets, which has
     resulted in above industry average margins.

As of year end 2008 and proforma for the notes offering, Fitch
estimates Anixter's liquidity to be approximately $320 million
consisting of: i) $70 million of cash and cash equivalents; ii)
$230 million available under a $450 million five-year revolving
credit facility maturing April 2012; and iii) various other
committed and uncommitted credit facilities totaling approximately
$85 million with $20 million available.  Anixter's $255 million
on-balance-sheet ARS program, which expires September 2009, would
have no borrowings against it and would further add to liquidity
but has moderately limited availability due to borrowing base
restrictions.

Total debt at year end 2008 and proforma for the note offering
would be $1.2 billion and consist primarily of these: i) $218
million outstanding under the $450 million revolving credit
facility; ii) $200 million in 5.95% senior unsecured notes due
February 2015; iii) $168 million ($370 million face value) in
3.25% zero-coupon unsecured notes due July 2033 but which are
putable in July 2009; iv) $300 million in 1% convertible unsecured
notes due February 2013; and v) $200 million of the proposed
senior unsecured notes due 2014.  Fitch estimates Anixter's
leverage (total debt / total operating EBITDA) at 2.9 times (x) as
of December 2008 (3.7x when adjusted for operating leases), which
Fitch expects to increase moderately due to declining EBITDA in
2009 (in excess of 4x on an adjusted basis).

The 3.25% zero coupon notes and the 1% convertible notes are
issued by Anixter International and are structurally subordinated
to the remaining debt which is issued by Anixter Inc.  Anixter
Inc. is the operating company under the parent company of Anixter
International.


ARLINGTON RIDGE: May Obtain $30,000 to Fund Completion of Home
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
granted Arlington Ridge LLC, and its debtor-affiliates, permission
to obtain postpetition financing of $30,000 from Wachovia Bank to
fund the cost of finishing the "Hampton" modeL single family home
located on Lot 164.  The amount will be sourced from the funds
that remain unused of the initial $900,000 Wachovia DIP Loan that
was granted on Dec. 30, 2008.

As reported in the Troubled Company Reporter on Jan. 27, 2009, the
Debtors filed with the Court on Jan. 14, 2009, an amended Joint
Chapter 11 Plan of Reorganization and a disclosure statement
explaining the Amended Plan.

The Plan contemplates the wind-down of the Debtors' business
operations and for the transition of those business operations and
the transfer of most of the Debtors' real estate and any related
permits and entitlements, to Wachovia, the principal secured
creditors of the Debtors.

The Plan, as amended, provides for the payment in full of the
general unsecured claims of all non-insider creditors.  It leaves
unimpaired the claims of the Arlington Ridge Community Development
District (CDD), a public entity created pursuant to the Florida
Statutes, and the claims of the Lake County Tax Collector for ad
valorem real property taxes.

To permit the Plan to be confirmed, the Prepetition Claims of
Insiders and Affiliates will be cancelled, and the Insider DIP
Lender will waive its right to any distribution under the Plan.

                    About Arlington Ridge

Saint Petersburg, Florida-based Arlington Ridge LLC and its
affiliates operate a retirement community.  The companies filed
for Chapter 11 protection on Oct. 8, 2008 (Bankr. M. D. Fla. Case
No. 08-15678).  Amy Denton Harris, Esq., Harley E. Riedel, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
represent the Debtors as counsel.  In its schedules, Arlington
Ridge LLC listed total assets of $84,045 and total debts of
$17,539,779.


ARMADA SINGAPORE: Offers 32.5% Recovery for Some Creditors
----------------------------------------------------------
Armada (Singapore) Pte offered to pay some creditors 32.5 cents on
the dollar over five years as it seeks to reorganize, Bloomberg
reported.

Chan Sue Ling of Bloomberg said the Company will also repay debt
owed to some creditors completely as they become due, Armada said
in a March 2 Singapore court filing.

The debt reorganization plan, which still needs approval, didn't
detail individual payments to the 66 creditors listed in the court
document.

The Troubled Company Reporter, citing Bloomberg News, reported on
January 19 that Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York granted interim approval to
Armada's petition for protection from creditors under Chapter 15.

Approval of the Chapter 15 petition would allow Armada to
reorganize in Singapore and protects it from U.S. lawsuits.

Armada announced January 6 that it has been granted leave to
convene a creditors' meeting to vote on a proposed Scheme of
Arrangement pursuant to Section 210 of the Companies Act of the
Republic of Singapore that will protect its assets and maximize
funds available to creditors as it restructures its business
operations.

                     About Armada Singapore

Armada (Singapore) Pte. Ltd. -- http://www.armadagroup.com/-- is
a privately owned holding company incorporated and based in
Singapore.  It is one of the world's leading dry bulk shipping
companies.  It provides ocean transportation services to a variety
of major raw material and commodity shippers and consumers located
throughout the globe.

Armada filed for bankruptcy protection under Chapter 15 of the
U.S. Bankruptcy Code on January 7, 2009, to seek recognition of
its bankruptcy proceedings in Singapore and imposition of the
automatic stay to protect its assets while it restructures (Bankr.
S.D. N.Y. Case No. 09-10105).  The petitioner's counsel is Barbra
R. Parlin, Esq., at Holland & Knight, LLP, in New York.  In its
bankruptcy petition, Armada estimated assets and debts of US$100
million to US$500 million.


ASHTON WOODS: Moody's Withdraws 'Ca' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew all the ratings of Ashton Woods
USA, LLC, including the Ca corporate family rating, D probability
of default rating, C rating on the $125 million senior
subordinated notes, Speculative Grade Liquidity Rating of SGL-4,
and negative outlook.  Moody's has withdrawn these ratings as the
company as it believes it will be unable to attain sufficient
information to assess effectively the creditworthiness of the
issuer going forwards.  Please refer to Moody's Withdrawal Policy
on www.moodys.com.

The last rating action was on November 4, 2008 when Ashton Woods'
probability of default rating was downgraded to D and when Moody's
affirmed the company's corporate family rating at Ca and $125
million subordinated notes rating at C.  The rating outlook
remained negative.  The rating action reflected the company's
previous failure to cure or waive the missed interest payment on
its $125 million senior subordinated notes within the 30 day cure
period.

On February 23, 2009 Ashton Woods announced as part of an overall
capital restructuring plan the successful completion of an
exchange offer whereby $123.3 million of the senior subordinated
notes were exchanged for $64.1 million of new 11% senior
subordinated notes and a 19.728% equity interest in Ashton Woods.
All prior defaults on the old senior subordinated notes where
either waved or cured.

Begun in 1989, headquartered in Roswell, Georgia, and privately-
owned by six Canadian families, Ashton Woods builds single-family
detached homes, townhomes, and stacked-flat condominiums, with
operations in seven U.S. cities.  Homebuilding revenues and net
income for the TTM period ended August 31, 2008 were approximately
$389 million and ($118) million, respectively.


AVALON RE: S&P Says Maturity Extension Won't Affect 'CCC' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services commented on Avalon Re Ltd.
The maturity date of Avalon Re's Class B and Class C notes has
been extended to June 9, 2009, from March 9, 2009.  The original
maturity date was June 6, 2008.  Standard & Poor's ratings on the
Class B and Class C notes remain unchanged at 'CCC' and 'CC',
respectively.

Under the terms of the reinsurance agreement between Avalon Re and
Oil Casualty Insurance Ltd. (OCIL; BBB+/Stable/--), the ceding
insurer, the notes can be extended for up to eight consecutive
three-calendar-month periods.  OCIL had submitted an extension
verification report in May 2008 confirming the estimated net
losses to Avalon Re were equal to or greater than 75% of the
applicable trigger amount.  This means that an Extension Event II
(as defined in the transaction indenture) had occurred.  OCIL has
submitted another event extension notice, so the maturity date on
the notes has been extended for an additional three calendar
months, and investors in each class continue to receive interest
at a rate equal to three-month US$ LIBOR plus 10 basis points.
The expected losses to Avalon Re have not changed.  However,
certain claims continue to be monitored to determine whether they
will become covered claims.

To date, Avalon Re has experienced $347 million of covered losses,
which are the sum of paid losses and reserves.  Paid losses total
$147 million due to Hurricane Katrina, and reserves total $200
million due to the December 2005 explosion at the Buncefield oil
depot and the July 2007 steam pipe explosion in New York City.
Avalon Re could incur an additional $153 million of additional
paid losses prior to the Class C noteholders having to bear any
losses.  The covered loss report OCIL submitted indicated that
losses because of the explosion at Buncefield will total
$150 million and losses because of the steam pipe explosion on
Lexington Avenue in New York City could be as high as
$50 million, though there could be an additional $15 million of
losses from this event.  This higher amount is what Milliman Ltd.,
the transaction claim reviewer and loss verification agent, is
reporting.  The maturity date of the notes could be extended an
additional four times, in three-month increments, to June 8, 2010.

Standard & Poor's will continue to monitor developments related to
OCIL and will take ratings actions as necessary.


BANK OF AMERICA: Merrill Purchases $1.59 Billion in 2032 Notes
--------------------------------------------------------------
Merrill Lynch & Co., Inc., (ML&Co.) a corporation existing under
the laws of Delaware, released the results of its offer to
purchase for cash any and all of its outstanding Exchange Liquid
Yield Option Notes due 2032 (Zero Coupon - Floating Rate -
Senior).  ML&Co.'s offer to purchase the Securities was subject to
the terms and conditions described in the Notice of Change in
Control and Offer to Purchase, dated January 22, 2009, and related
Change in Control Purchase Notice (which together, as amended and
supplemented, constitute the "Change in Control Offer").

The Bank of New York Mellon, as trustee under the indenture and as
Paying Agent for the Change in Control Offer, has advised ML&Co.
that an aggregate of $1,594,386,000 Original Principal Amount (as
defined in the Indenture) of the Securities were validly
surrendered and not properly withdrawn in the Change in Control
Offer prior to the expiration of the Change in Control Offer at
5:00 p.m., New York City time, on February 23, 2009.  In
accordance with the terms of the Change in Control Offer, ML&Co.
accepted for payment $1,594,386,000 Original Principal Amount of
the Securities at a purchase price equal to $1,095.98 (the "Change
in Control Purchase Price") per $1,000 Original Principal Amount
of Securities purchased.  The Change in Control Purchase Price
represents the Contingent Principal Amount (as defined in the
Indenture) on February 23, 2009, which is the Original Principal
Amount of such Securities increased daily by the applicable Yield
(as defined in the Indenture).

ML&Co. forwarded to the Paying Agent the appropriate amount of
cash required to pay the Change in Control Purchase Price for
accepted Securities.

Pursuant to the terms of the Change in Control Offer, the
Securities not tendered in the Change in Control Offer will remain
outstanding, subject to the existing terms and conditions
governing such Securities, including the Indenture dated as of
December 14, 2004, between ML&Co. and the Trustee, as amended and
supplemented by the First Supplemental Indenture, dated as of
March 6, 2008, between ML&Co. and the Trustee, and the Second
Supplemental Indenture, dated as of January 1, 2009, among ML&Co.,
the Trustee and Bank of America Corporation ("Bank of America")
(as so amended and supplemented, the "Indenture").

                       About Bank of America

Bank of America is one of the world's largest financial
institutions, serving individual consumers, small and middle
market businesses and large corporations with a full range of
banking, investing, asset management and other financial and risk-
management products and services.  The company provides unmatched
convenience in the United States, serving more than
59 million consumer and small business relationships with more
than 6,100 retail banking offices, nearly 18,700 ATMs and award-
winning online banking with nearly 29 million active users.
Following the acquisition of Merrill Lynch on January 1, 2009,
Bank of America is among the world's leading wealth management
companies and is a global leader in corporate and investment
banking and trading across a broad range of asset classes serving
corporations, governments, institutions and individuals around the
world.  Bank of America offers industry-leading support to more
than 4 million small business owners through a suite of
innovative, easy-to-use online products and services.  The company
serves clients in more than 40 countries.  Bank of America
Corporation stock is a component of the Dow Jones Industrial
Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).


BEARINGPOINT INC: Disclosure Statement Hearing Slated for March 30
------------------------------------------------------------------
BearingPoint, Inc. and its debtor affiliates have scheduled a
March 30 hearing to consider approval of the disclosure statement
for their proposed pre-arranged plan.

If the Bankruptcy Court approves the adequacy of the Disclosure
Statement, the Debtors will begin the solicitation and
confirmation process for the Plan.  The Debtors are proposing this
schedule:

                                                 Date
                                                 ----
Objection Deadline to Disclosure Statement    March 23, 2009
                                                at 4:00 p.m.

Disclosure Statement Hearing                  March 30, 2009
                                               at 11:00 a.m.

Record Date                                   March 30, 2009

Solicitation Date                              April 3, 2009

Bar Date for Non-Governmental Units           April 17, 2009
                                                at 4:00 p.m.

Voting Deadline                               April 30, 2009
                                                at 5:00 p.m.

Objection Deadline to Confirmation of the
  Proposed Pre-Arranged Plan                  April 30, 2009
                                                at 5:00 p.m.

Confirmation Hearing                             May 7, 2009
                                                at 9:45 a.m.

To determine which creditors and interest holders may vote, the
Debtors will promptly file (a) their schedules of assets and
liabilities as well as (b) a motion to set (1) April 17, 2009 at
4:00 p.m. (Eastern Time) as the proposed deadline for any parties
in-interest other than governmental units to file proofs of claim.
Parties that are listed in the Schedules as contingent,
unliquidated or disputed must file a proof of claim.  Holders of
general unsecured claims, senior noteholder claims and credit
facility claims are entitled to vote on the Plan.

BearingPoint has revised the Plan and Disclosure Statement it
filed on its petition date.  The latest versions of those
documents are available at:

       http://bankrupt.com/misc/BPoint_DS_01.pdf
       http://bankrupt.com/misc/BPoint_Plan_01.pdf

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com-- is currently
one of the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide. Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP
-- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done. The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.

BearingPoint, Inc. fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 on February 18, 2009 (Bankr. S.D.
N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq. at Weil Gotshal
& Manges LLP, has been tapped as counsel.  Greenhill & Co., LLC,
and AP Services LLC, have also been tapped as advisors.  Davis
Polk & Wardell is special corporate counsel.  BearingPoint
disclosed total assets of $1,762,689,000, and debts of
$2,231,839,000 as of Sept. 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter to
implement the terms of their agreement with the secured lenders.
Under the Plan, the Debtors propose to exchange general unsecured
claims for equity in the reorganized company.  Existing
shareholders are out of the money.  The Plan and the explanatory
disclosure statement remain subject to approval by the Bankruptcy
Court.


BELDEN INC: S&P Downgrades Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
St. Louis-based Belden Inc., including its corporate credit
rating, which S&P lowered to 'BB' from 'BB+'.  Simultaneously, S&P
placed the ratings on CreditWatch with negative implications.

"These actions reflect the company's challenging operating
environment," said Standard & Poor's credit analyst Susan Madison,
"which has resulted in significant declines in fourth-quarter
revenue and EBITDA."  The resulting deterioration in credit
metrics, and expectations for reduced profitability over the next
year due to the weak economy, could make it difficult for the
company to meet the minimum 3.5x debt to EBITDA covenant contained
in its $350 million senior secured credit facility.  At year-end
2008, Belden has $240 million outstanding under this agreement and
debt to EBITDA, as calculated in the loan agreement, was 2.95x.
"Although Belden has implemented an aggressive restructuring plan
that S&P expects could yield
$30 million in cost savings in 2009," added Ms. Madison, "meeting
the covenant could be a challenge if operating performance remains
weak."


BLOCKBUSTER INC: to Announce 2008 Q4 & Annual Results on March 19
-----------------------------------------------------------------
Blockbuster Inc. will report its fourth quarter and fiscal year
2008 financial results for the period ending Jan. 4, 2009 on
Thursday, March 19, 2009, after the close of the U.S. financial
markets.  The Company will also host a conference call for
analysts and investors to provide business updates and discuss its
financial results at 4:30 p.m. Eastern Time (ET).

Additionally, the Company will discuss the status of its efforts
to refinance the portions of its senior credit facility which are
scheduled to mature on Aug. 20, 2009.  In this regard, the Company
has hired the law firm of Kirkland & Ellis LLP to advise it with
respect to its ongoing financing and capital raising initiatives.

A replay will be available beginning two hours after the
conclusion of the call and will be available until midnight ET on
Thursday, March 19, 2009. The replay number is 1-800-642-1687.
International callers interested in listening to the replay should
dial 706-645-9291.

Additionally, a live web cast (voice only) of the conference call
will be accessible from the Investor section of the Company's web
site at http://investor.blockbuster.com.Following the live web
cast, an archived version will be available on Blockbuster's web
site.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. is a leading global
provider of in-home movie and game entertainment, with more than
7,500 stores throughout the Americas, Europe, Asia and Australia.
The Company may be accessed worldwide at
http://www.blockbuster.com/


BLOCKBUSTER INC: Not Seeking Bankruptcy; Clarifies Kirkland's Role
------------------------------------------------------------------
Blockbuster Inc. said Tuesday it has no intention of filing for
bankruptcy, David B. Wilkerson of MarketWatch reports.

Blockbuster made the clarification after seeing its shares plunged
77% after a published report said the company was looking into
such a possibility, Mr. Wilkerson relates.

The Company yesterday said it has hired the law firm of Kirkland &
Ellis LLP to advise it with respect to its ongoing financing and
capital raising initiatives.  The Company is slated to announce
its fourth quarter and fiscal year 2008 financial results for the
period ending Jan. 4, 2009 on March 19, 2009, after the close of
the U.S. financial markets.  The Company will also host a
conference call for analysts and investors to provide business
updates and discuss its financial results at 4:30 p.m. Eastern
Time (ET).

The Company said it will discuss the status of its efforts to
refinance the portions of its senior credit facility which are
scheduled to mature on Aug. 20, 2009, at the conference.

Mr. Wilkerson relates Blockbuster spokeswoman Karen Raskopf said
the Company has the cash to fund debt through 2009 if necessary,
but is trying to secure refinancing to make a debt payment due in
August.

Mr. Wilkerson says Blockbuster shares were down 74 cents at 22
cents before trading on the shares was halted.  The stock already
has fallen 93% in the past year, he reports.

Blockbuster made a pitch to acquire Circuit City early last year,
but withdrew the offer after completing due diligence.  Circuit
City has since filed for bankruptcy.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. is a leading global
provider of in-home movie and game entertainment, with more than
7,500 stores throughout the Americas, Europe, Asia and Australia.
The Company may be accessed worldwide at
http://www.blockbuster.com/


CANWEST GLOBAL: Agrees to Sell Holdings in Score Media Inc.
-----------------------------------------------------------
On February 24, 2009, Canwest Global Communications Corp.
disclosed that its subsidiary CW Media Inc. has agreed to
participate in a Score Media Inc. issuer bid and signed a lock-up
agreement with SMI to tender up to 16,560,902 Class A Shares at a
purchase price of $0.40 per share.

In addition, Canwest and CW Media have engaged Genuity Capital
Markets as an agent to offer for sale, on a best efforts basis, up
to 9,000,000 Class A Shares at $0.40 per share by way of private
placement to accredited investors.  The private placement could
result in gross proceeds of approximately $3.6 million.  There is
no assurance that Canwest or CW Media will be able to sell the
intended amount of Class A Shares.

CW Media currently owns 21,460,902 Class A Shares, and Canwest
owns 4,100,000 Class A Shares for a total of 25,560,902 Class A
Shares in SMI.  CW Media owns and operates a leading portfolio of
13 specialty television channels, including Showcase, Slice,
History Television, HGTV Canada and Food Network Canada.

The lock-up agreement is subject to a number of conditions and may
be terminated by either CW Media or SMI in certain agreed
circumstances.  Accordingly there is no assurance that the shares
tendered by CW Media under its lock-up agreement with SMI will be
taken up by SMI.

Following the successful completion of the Issuer Bid, CW Media
has agreed to convert its outstanding 4,434 Special Voting Shares
of SMI into Class A Shares and intends to subsequently sell them
in the open market.

Should the SMI Issuer Bid and the private placement be successful
the gross proceeds are expected to be approximately $10 million
with approximately 84% going to CW Media and 16% going to Canwest.

                About Canwest Global Communications

Based in Winnipeg, Manitoba, in Canada, Canwest Global
Communications Corp. (TSX: CGS and CGS.A,) --
http://www.canwest.com-- 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 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.

Canwest Media Inc. is wholly-owned by Canwest Global
Communications Corp.  Substantially all of the publicly traded
parent company's operations are held though Canwest.

                           *     *     *

As reported by the Troubled Company Reporter on February 25, 2009,
Moody's Investors Service downgraded Canwest Media Inc.'s
corporate family rating and probability of default rating to Caa3
from B3.  The corporate family's consolidated speculative grade
liquidity rating remains SGL-4 (indicating poor liquidity) and the
company's ratings outlook remains negative.  At the same time,
instrument ratings for Canwest and its two rated affiliates, CW
Media Holdings Inc. and Canwest Limited Partnership were also
downgraded.

The TCR said February 12 that Standard & Poor's Ratings Services
lowered its long-term corporate credit rating on Winnipeg, Man.-
based Canwest Media Inc. to 'CCC' from 'CCC+'.  The outlook is
negative.  At the same time, S&P lowered the senior secured debt
rating on wholly owned subsidiary Canwest Limited Partnership to
'CCC+' from 'B-'.  The recovery rating on Canwest LP's secured
debt is unchanged at '2', indicating an expectation of substantial
(70% - 90%) recovery in the event of a payment default.


CANWEST GLOBAL: Ten Holdings Won't Proceed With Proposed Offering
-----------------------------------------------------------------
On February 18, 2009, Canwest Global Communications Corp.
disclosed that that Ten Network Holdings Limited has elected not
to proceed with its proposed equity offering.

In a market update issued February 16, Ten Holdings -- which owns
and operates the TEN Television Network in Australia and EYE
Corp.'s multi-national out-of-home advertising business --
announced a potential equity offering of up to approximately 13%
of its current outstanding shares. Canwest owns 56.6% of Ten
Holdings.

While there was investor interest in Ten Holdings' proposal, the
difficult financial market conditions in Australia led to terms
that Ten Holdings did not find acceptable.

"We made it clear from the outset that this equity offering was
being undertaken proactively and that we would not proceed with it
unless we could achieve an acceptable outcome," Ten Holdings'
executive chairman Nick Falloon said.

Mr. Falloon added, "Ten Holdings remains well capitalized and is
comfortably within the requirements of its lending facilities."

The trading halt in Ten Holdings shares was lifted February 18.

                About Canwest Global Communications

Based in Winnipeg, Manitoba, in Canada, Canwest Global
Communications Corp. (TSX: CGS and CGS.A,) --
http://www.canwest.com-- 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 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.

Canwest Media Inc. is wholly-owned by Canwest Global
Communications Corp.  Substantially all of the publicly traded
parent company's operations are held though Canwest.

                           *     *     *

As reported by the Troubled Company Reporter on February 25, 2009,
Moody's Investors Service downgraded Canwest Media Inc.'s
corporate family rating and probability of default rating to Caa3
from B3.  The corporate family's consolidated speculative grade
liquidity rating remains SGL-4 (indicating poor liquidity) and the
company's ratings outlook remains negative.  At the same time,
instrument ratings for Canwest and its two rated affiliates, CW
Media Holdings Inc. and Canwest Limited Partnership were also
downgraded.

The TCR said February 12 that Standard & Poor's Ratings Services
lowered its long-term corporate credit rating on Winnipeg, Man.-
based Canwest Media Inc. to 'CCC' from 'CCC+'.  The outlook is
negative.  At the same time, S&P lowered the senior secured debt
rating on wholly owned subsidiary Canwest Limited Partnership to
'CCC+' from 'B-'.  The recovery rating on Canwest LP's secured
debt is unchanged at '2', indicating an expectation of substantial
(70% - 90%) recovery in the event of a payment default.


CAPMARK FINANCIAL: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Capmark Financial Group Inc., including lowering the
corporate credit rating to 'B+' from 'BBB-'.  At the same time,
S&P placed the ratings on CreditWatch with negative implications.

"The four-notch downgrade is driven by funding pressures that have
been magnified by recent write-downs, asset quality deterioration,
and very poor market conditions," said Standard & Poor's credit
analyst Jeffrey Zaun.

Poor reported earnings have, so far, been driven by noncash items.
S&P believes the write-downs and provisioning that drove the $800
million loss for the quarter are precursors to losses and that the
firm's capital is not strong enough to absorb significant losses.

On Feb. 25, the firm announced that its preliminary pretax loss
for fourth-quarter 2008 was $800 million.  Management also
reported that earnings could be lower still because the firm may
record impairments related to its valuation of deferred tax
assets, intangibles, and certain investment securities.
Management also announced that it will withdraw its application to
become a bank holding company.

The CreditWatch with negative implications reflects uncertainty
with respect to whether the firm will have to record additional
losses for the fourth quarter and its ability to modify terms or
obtain covenant waivers on its senior credit facility and term
loan.


CAPMARK INVESTMENTS: Fitch Downgrades Rating on Real Estate CDO
---------------------------------------------------------------
Fitch Ratings has downgraded Capmark Investments LP's commercial
real estate collateralized debt obligation asset manager rating to
'CAM2' from 'CAM1-'.  Fitch has also placed the rating on Rating
Watch Negative.

The downgrade reflects the adverse impact of current market
conditions on the financial condition of Capmark Investments'
parent company, Capmark Financial Group.  On Feb. 26, 2009 Fitch
downgraded the long-term Issuer Default Rating of Capmark to 'B-'
from 'BBB-' reflecting the significant valuation adjustments the
company is expected to incur due to mark-to-market, provisions and
impairments, and the impact these will have on specific leverage
covenants tied to Capmark's credit facilities.

Fitch will continue to monitor Capmark's financial condition as it
relates to the operational capacity of the company's CDO
management function. Resolution of the Rating Watch Negative
status of Capmark Investments' 'CAM2' rating will be dependent
upon resolution of the Rating Watch Negative Status of the IDR of
Capmark.

Capmark Investments' 'CAM2' rating is based on these category
scores:

  -- Company and Management Experience '3+';
  -- Staffing '1-';
  -- Procedures and Controls '1-';
  -- Portfolio Management '2+';
  -- CDO Administration '1-';
  -- Technology '1-'.

Capmark Investments is a wholly owned indirect subsidiary of
Capmark, a real estate finance company specializing in commercial
mortgage loan servicing, lending and mortgage banking and
investment management.  Within Capmark Investments, the 26-member
leveraged finance team specializes in real estate related debt
investments and is responsible for managing 13 outstanding CDOs
and resecuritizations.

Fitch rates CDO asset managers, by asset type, on a scale of 1 to
5, with 1 being the highest rating.  These ratings are based on a
standardized scorecard methodology that includes factors in
several rating categories.  On Oct. 16, 2008, Fitch published
updated CAM rating criteria, which was applied in the context of
Fitch's analysis of Capmark Investments.


CC MEDIA: Posts $4.99 Billion Fourth Quarter 2008 Loss
------------------------------------------------------
CC Media Holdings, Inc., reported results for its fourth quarter
and year ended December 31, 2008.

The Company's income (loss) before discontinued operations
decreased to a loss of $4.99 billion, primarily attributable to a
pre-tax impairment charge of approximately $5.3 billion, as
compared to income of $228.3 million for the same period in 2007.
The Company's fourth quarter 2008 net loss also included
approximately $124.5 million of pre-tax aggregate gains on bond
tenders.

CC Media Holdings reported revenues of $1.6 billion in the fourth
quarter of 2008, a decrease of 14% from the $1.9 billion reported
for the fourth quarter of 2007.  Included in the Company's revenue
is a $55.2 million decrease due to movements in foreign exchange;
strictly excluding the effects of these movements in foreign
exchange, revenues would have declined 11%.

The Company's operating expenses increased 3% to $1.2 billion
during the fourth quarter of 2008 compared to 2007.  Included in
CC Media Holdings' fourth quarter 2008 expenses is a
$47.6 million decrease due to movements in foreign exchange.
Strictly excluding the effects of these movements in foreign
exchange in the 2008 expenses, expense growth would have been 7%.
Also included in CC Media Holdings' fourth quarter 2008 operating
expenses are approximately $4.4 million of non-cash compensation
expense.  This compares to non-cash compensation expense of
$8.5 million in the fourth quarter of 2007.

CC Media Holdings' OIBDAN (defined as Operating Income before
Depreciation & amortization, Non-cash compensation expense, Merger
costs, Other operating income -- net and impairment charges) was
$309 million in the fourth quarter of 2008, a 50% decrease from
2007.

Restructuring Program

On January 20, 2009, the Company announced that it had commenced a
restructuring program targeting a reduction of fixed costs by
approximately $350 million on an annualized basis.  As part of the
program, the Company eliminated approximately 1,850 full-time
positions representing approximately 9% of total workforce.  The
restructuring program will also include other actions, including
elimination of overlapping functions and other cost savings
initiatives.  The program is expected to result in restructuring
and other non-recurring charges of approximately $200 million,
although additional costs may be incurred as the program evolves.
The cost savings initiatives are expected to be fully implemented
by the end of the first quarter of 2010.  No assurance can be
given that the restructuring program will be successful or will
achieve the anticipated cost savings in the timeframe expected or
at all.  In addition, the Company may modify or terminate the
restructuring program in response to economic conditions or
otherwise.

As of December 31, 2008 the Company had recognized approximately
$95.9 million of expenses related to the restructuring program.
These expenses primarily related to severance of approximately
$83.3 million and $12.6 million related to professional fees.

Full Year 2008 Results

For the full year, the Company reported revenues of $6.7 billion,
a decrease of 3% when compared to revenues of $6.9 billion for the
same period in 2007.  Included in the Company's revenue is a $62.6
million increase due to movements in foreign exchange.  The
Company's expenses increased 5% to $4.7 billion during the year
compared to 2007.  Included in the Company's expenses is
approximately $49.7 million of non-cash compensation expense and a
$52.1 million increase due to movements in foreign exchange.

Income before discontinued operations was a loss of $4.6 billion
as compared to income before discontinued operations of
$793 million in 2007.  The Company's full year 2008 net loss
included pre-tax impairment charges of $5.3 billion, approximately
$94.7 million of pre-tax aggregate gains related to bond tenders,
an $82.3 million pre-tax loss on marketable securities and a $75.8
million aggregate gain on the disposition of equity investments.

CC Media Holdings' OIBDAN was $1.8 billion in 2008, a 21% decrease
from 2007.

Mark P.  Mays, Chief Executive Officer of CC Media Holdings,
commented, "Although CC Media Holdings revenues were down in 2008,
our radio and outdoor businesses performed well compared to their
sectors.  These are challenging times which have taken their toll
on many of our advertisers.  However, macroeconomic conditions
will continue to present a stark reality where disciplined focus
on working with our advertising partners, cost containment and the
flexibility to adjust to change are essential.  Most importantly,
we are so appreciative of the tremendous efforts expended by our
employees to meet the demands of these difficult times."

The Company's fourth quarter 2008 revenue decreased from foreign
exchange movements of approximately $55.2 million as compared to
the same period of 2007.  The Company's full year 2008 revenue
increased from foreign exchange movements of approximately
$62.6 million as compared to the same period of 2007.

The Company's fourth quarter 2008 direct operating and SG&A
expenses decreased from foreign exchange movements of
approximately $47.6 million as compared to the same period of
2007.  The Company's full year 2008 direct operating and SG&A
expenses increased from foreign exchange movements of
approximately $52.1 million as compared to the same period of
2007.

Radio Broadcasting

For 2008, the Company's radio broadcasting revenue declined
approximately $264.7 million compared to 2007, with approximately
43% of the decline occurring during the fourth quarter.  Local
revenues were down $205.6 million in 2008 compared to 2007.
National revenues declined as well.  Both local and national
revenues were down as a result of overall weakness in advertising.
The Company's radio revenue experienced declines across
advertising categories including automotive, retail and
entertainment advertising categories.  For the year ended December
31, 2008, total minutes sold and average minute rate declined
compared to 2007.

Operating expenses declined approximately $11.1 million in 2008.
The decline was attributable to a decrease in programming expenses
in the Company's radio markets, a decrease in expenses from
reduced marketing and promotional expenses and a decline in
commission expenses associated with the revenue decline.
Partially offsetting the decline was an increase in severance of
approximately $32.6 million, an increase in bad debt expense of
approximately $17.3 million and an increase in programming
expenses associated with the Company's national syndication
business.  The increase in programming expenses in the Company's
national syndication business was mostly related to contract
talent payments.

Outdoor Advertising

The Company`s outdoor advertising revenue was relatively flat for
the full year of 2008 when compared to 2007.  Included in the 2008
results is an approximate $62.6 million increase related to
foreign exchange when compared to 2007.

Outdoor advertising expenses increased 9% when compared to the
same period in 2007.  Included in the 2008 results is an
approximate $52.1 million increase related to foreign exchange
when compared to 2007.

Americas Outdoor

Revenue decreased approximately $54.8 million during 2008 compared
to 2007, with the entire decline occurring in the fourth quarter.
Driving the decline was approximately $87.4 million attributable
to poster and bulletin revenues associated with cancellations and
non-renewals from major national advertisers, partially offset by
an increase of $46.2 million in airport revenues, digital display
revenues and street furniture revenues.  Also impacting the
decline in bulletin revenue was decreased occupancy while the
decline in poster revenue was affected by a decrease in both
occupancy and rate.  The increase in airport and street furniture
revenues was primarily driven by new contracts while digital
display revenue growth was primarily the result of an increase in
the number of digital displays.  Other miscellaneous revenues also
declined approximately $13.6 million.

The Company's Americas operating expenses increased $83.4 million
primarily from higher site lease expenses of $45.2 million
primarily attributable to new taxi, airport and street furniture
contracts and an increase of $6.9 million in severance associated
with the Company's restructuring plan.  In addition, expenses
increased from increased bad debt expense of $15.5 million.

International Outdoor

For the full year, revenue increased approximately $62.3 million,
with roughly $60.4 million from movements in foreign exchange.
The revenue growth was primarily attributable to growth in China,
Turkey and Romania, partially offset by revenue declines in France
and the United Kingdom.  China and Turkey benefited from strong
advertising environments.  The Company acquired operations in
Romania at the end of the second quarter of 2007, which also
contributed to revenue growth in 2008.  The decline in France was
primarily driven by the loss of a contract to advertise on
railways and the decline in the United Kingdom was primarily
driven by weak advertising demand.

During 2008, operating expenses increased $132.3 million.
Included in the increase is approximately $50.7 million related to
movements in foreign exchange and $20.1 million related to
severance associated with the restructuring plan.  The remaining
increase in was driven by an increase in site lease expenses.

Impairment Charge

The global economic slowdown has adversely affected advertising
revenues across the Company's businesses in recent months.  As a
result, the Company performed an interim impairment test as of
December 31, 2008 on its indefinite-lived FCC licenses,
indefinite-lived permits and goodwill.  The interim impairment
test resulted in the Company recognizing a non-cash impairment
charge of $1.7 billion on its FCC licenses and permits and
$3.6 billion to reduce its goodwill.

Share-Based Payment

Approximately $39.2 million of the 2008 share-based compensation
was recognized in the third quarter of 2008 as a result of the
accelerated vesting of stock options and restricted stock awards
at the closing of the merger.

Current Information and Expectations

The Company has previously provided information regarding its
revenue pacings and certain expectations related to 2008 operating
results.  That information was last provided on May 9, 2008 and
has not been updated.  The Company is not providing such
information in this release and does not anticipate providing this
information in the future.  The Company will not update or revise
any previously disclosed information.  Investors are cautioned to
no longer rely on such prior information given the passage of time
and other reasons discussed in the Company's reports filed with
the SEC.  Future results could differ materially than the forward-
looking information previously disclosed.

The Company periodically reviews its disclosure practices in the
ordinary course of its business and management determined to cease
providing this information after taking into consideration a
number of factors.

Other Income (Expense)

Net of $126.4 million in 2008 relates to an aggregate gain of
$124.5 million on the fourth quarter 2008 tender of certain of
Clear Channel's outstanding notes, a $29.3 million foreign
exchange gain on translating short-term intercompany notes, an
$8.0 million dividend received, partially offset by a
$29.8 million loss on the third quarter 2008 tender of certain of
Clear Channel's outstanding notes and a $4.7 million impairment of
its investment in a radio partnership and $0.9 million of various
other items.

Income Taxes

Current tax expense for 2008 decreased $302.4 million compared to
2007 primarily due to a decrease in "income (loss) before income
taxes, minority interest and discontinued operations" of
$1.2 billion, which excludes the non-tax deductible impairment
charge of $5.3 billion recorded in 2008.  In addition, current tax
benefits of approximately $74.6 million were recorded during 2008
related to the termination of Clear Channel's cross currency swap.
Also, the Company recognized additional tax depreciation
deductions as a result of the bonus depreciation provisions
enacted as part of the Economic Stimulus Act of 2008.  These
current tax benefits were partially offset by additional current
tax expense recorded in 2008 related to currently non deductible
transaction costs as a result of the merger.

The effective tax rate for the year ended December 31, 2008,
decreased to 10.2% as compared to 34.4% for the year ended
December 31, 2007, primarily due to the impairment charge that
resulted in a $5.3 billion decrease in "income (loss) before
income taxes, minority interest and discontinued operations" and
tax benefits of approximately $648.2 million.

Liquidity and Financial Position

For the year ended December 31, 2008, cash flow from operating
activities was $1,281.3 million, cash flow used by investing
activities was $18,128.0 million, cash flow provided by financing
activities was $15,907.8 million, and net cash provided by
discontinued operations was $1,033.6 million for a net increase in
cash of $94.7 million.

As of December 31, 2008, 61% of the Company's debt bears interest
at fixed rates while 39% of the Company's debt bears interest at
floating rates based upon LIBOR.

The current global economic slowdown has resulted in a decline in
advertising and marketing services among the Company's customers,
resulting in a decline in advertising revenues across its
businesses.  This reduction in advertising revenues has had an
adverse effect on the Company's revenue, profit margins, cash flow
and liquidity, particularly during the second half of 2008.
Continuing adverse securities and credit market conditions could
significantly affect the availability of equity or credit
financing.  While there is no assurance in the current economic
environment, the Company believes the lenders participating in its
credit agreements will be willing and able to provide financing in
accordance with the terms of their agreements.  In this regard, on
February 6, 2009 the Company borrowed the approximately $1.6
billon of remaining availability under its $2.0 billion revolving
credit facility to improve its liquidity position in light of
continuing uncertainty in credit market and economic conditions.
The Company expects to refinance its $500.0 million 4.25% notes
due May 15, 2009 with a draw under the $500.0 million delayed draw
term loan facility that is specifically designated for this
purpose.  The remaining $69.5 million of indebtedness maturing in
2009 will either be refinanced or repaid with cash flow from
operations or on hand.

As of February 27, 2009, the Company had approximately
$18 million available on its bank revolving credit facility and
had a balance of approximately $1.6 billion in short-term
investments.  The Company may utilize available funds for general
working capital purposes including funding capital expenditures
and acquisitions.  The Company may also from time to time seek to
retire or purchase its outstanding debt or equity securities or
obligations through cash purchases, prepayments and/or exchanges
for debt or equity securities or obligations, in open market
purchases, privately negotiated transactions or otherwise.  Such
uses, repurchases, prepayments or exchanges, if any, will depend
on prevailing market conditions, the Company's liquidity
requirements, contractual restrictions and other factors.  The
amounts involved may be material.

The Company's senior secured credit facilities require the Company
to comply with a maximum consolidated senior secured net debt to
adjusted EBITDA (as calculated in accordance with the senior
secured credit facilities) ratio.  The covenant does not become
effective until the quarter ending March 31, 2009.  Secured
Leverage, defined as secured debt, net of cash, divided by the
trailing 12-month consolidated EBITDA, was 6.39x at December 31,
2008.

                        About CC Media

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

As reported by The Troubled Company Reporter on February 24, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on San Antonio, Texas-based CC Media
Holdings Inc. and its operating subsidiary, Clear Channel
Communications Inc. (S&P rates both entities on a consolidated
basis), by one notch.  The corporate credit rating was lowered to
'B-' from 'B'.  These ratings remain on CreditWatch with negative
implications, where they were placed Feb. 13, 2009, reflecting
S&P's concerns over financial covenant compliance.

The TCR reported on January 7, 2009, that participations in a
syndicated loan under which Clear Channel Communications is a
borrower traded in the secondary market at 49.80 cents-on-the-
dollar during the week ended January 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.87 percentage points from
the previous week.  Clear Channel Communications pays interest at
365 points above LIBOR.  The bank loan matures on December 30,
2015.  The bank loan carries Moody's B1 rating and Standard &
Poor's B rating.


CENTERBANK OF JACKSONVILLE: Gets Weiss' "Very Weak" E- Rating
-------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Jacksonville, Florida-
based CenterBank of Jacksonville, N.A.  Weiss says 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."

CenterBank is chartered as a national bank and is primarily
regulated by the Office of the Comptroller of the Currency.
Deposits have been insured by the Federal Deposit Insurance
Corporation since August 9, 2001.  CenterBank maintains a Web site
at http://www.centerbankjax.com/and has one branch located in
Florida.

At Dec. 31, 2008, CenterBank disclosed $199 million in assets and
$176 million in liabilities in its regulatory filings.


CHESAPEAKE CORP: Unsec. Creditors Want Probe on Firm's Sale
-----------------------------------------------------------
Court documents say that unsecured creditors of Chesapeake Corp.
want an investigation on the proposed sale of the Company, saying
they had reservations as to whether the sale negotiations were
conducted in good faith.

In documents submitted to the U.S. Bankruptcy Court for the
Eastern District of Virginia, the official committee of unsecured
creditors said Chesapeake's requests for court approval of its
bankruptcy financing and sale procedures may have been commenced
for the benefit of Chesapeake, the lead group bidding on its
assets, and Wachovia, at the expense of the unsecured creditors.

Court documents state that in light of the fact that the proposed
sale offers virtually no distribution to unsecured creditors, the
Committee has the obligation to conduct a thorough investigation
of the negotiations that took place.

Reuters reports that the committee said it wanted to make sure
Chesapeake hadn't been improperly "coaxed" into selling all of its
assets.

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

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

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

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

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

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


CHRYSLER LLC: Talks Stall as Banks Object to Debt-Equity Swap
-------------------------------------------------------------
Chrysler LLC has been unable to move forward with its plans to
trade bank loans for uncertain equity, people familiar with the
companies' actions say, Michael Ramsey of Bloomberg News reported.

Chrysler needs to reduce its debt by $5 billion by getting
creditors such as JPMorgan Chase & Co. to trade debt for an
ownership stake or by changing loan terms in order to be viable.
Bloomberg noted that unless Chrysler shows progress in revamping
its operations, the government can call the loan March 31.

According to Bloomberg, banks have little incentive to trade their
loans, and the only other creditors Chrysler lists that could take
more equity for debt are the U.S. government and the United Auto
Workers union, which already has agreed in principle to reduce its
obligation by 50 percent.

"It's going to be a tough sell to get the banks to give up
their position for worthless equity," said Don Workman, a
bankruptcy attorney at Baker & Hostetler LLP in Washington,
according to Bloomberg. "The best Chrysler can hope is that the
government is going to force them to do it."

The banks, which include Citigroup Inc., Goldman Sachs Group
Inc., Morgan Stanley and JPMorgan, would be first in line for
recovery in the case of a bankruptcy.  However, if the debt is
exchange for equity, these banks will lose priority.

Under the absolute priority rule of the Bankruptcy Code, secured
creditors have priority over a company's unsecured creditors to
the extent of the value of their collateral.  Unsecured creditors,
on the other hand, stand ahead of investors in the receiving line
and their claims must be satisfied before any investment loss is
compensated.

                          Viability Plan

Chrysler LLC submitted on Feb. 17 as scheduled its viability plan
to the U.S. Treasury, which plan provides that an orderly wind
down under Chapter 11 would be its last alternative.  Chrysler
also said that it will need an additional $5 billion in
Federal aid to be able to survive.

Chrysler said that if it does not receive the additional $5
billion in government funding, its only alternative is to file for
Chapter 11 as a first step in an orderly wind down.

Chrysler stated that in the event of a bankruptcy filing, it would
seek debtor-in-possession financing from both private sector
lenders and the U.S. Government.  "We believe the estimated size
of the financing need is $24 billion over a two year period."

Chrysler added that without adequate DIP financing, it estimates
that:

  -- First lien lenders will only realize a 25% recovery.
  -- The U.S. government will recover five cents on the dollar.
  -- All other creditors will receive nothing.

Chrysler also warned, "An orderly wind down will result in
significant social impact, with 300,000 jobs lost at Chrysler and
its suppliers and over 3,300 dealers falling. 2-3 million jobs
could be lost due to a follow-on collapse in the wider industry,
resulting in a $150 billion reduction in U.S. government revenue
over 3 years."

          Management's Recommendations: Stand-Alone Plan

Chrysler's management recommends that the Company continue its
"stand alone" plan while it pursues an alliance.

According to the viability plan, a partnership with GM was the
best option for the U.S. auto industry from financial and
operational perspective "but they 'took it off the table'."

Chrysler also investigated an alliance with Nissan but was only
able to pursue and alliance with Fiat.  However, the non-binding
term sheet reached with Fiat is subject to conditions, including
Chrysler being able to restructure its balance sheet.

                      Status of Restructuring

Chrysler said that it has made progress with respect to its plans
to restructure its balance sheet and seek concessions from
constituents:

    -- Chrysler has signed a tentative agreement with the United
       Auto Workers union with respect to competitive level
       compensation, among other things.

    -- Both shareholders (Cerberus and Daimler) have expressed
       willingness to (i) relinquish their equity, and (ii)
       convert 100% of their second lien debt for equity.

    -- Management has reduced filed cost by 27% or by $3.8
       billion, reduced headcount by 35,000 (41%), and completed
       asset sales of $1 billion.

    -- Chrysler requested a 3% price reduction from suppliers
       effective April 1.  Negotiations are in process.

                    Chrysler's Debt Reductions

Chrysler said that its debt composition and required debt
reductions (in billions) are:

                    Current                              Debt In
                      Debt     Tentative   Add'l Loan  Stand Alone
                  Structure   Concessions    Needed       Plan
                  ---------   -----------  ----------  -----------
1st Lien -
Lenders /Secured     $6.9           --        --           $6.9

2nd Lien -
Cerberus/Daimler/
Secured              $2.0        $(2.0)       --             --

3rd Lien -
Government/Secured   $4.3           --      $5.3           $9.6

UAW - VEBA Loan/
Unsecured           $10.6        $(5.3)       --           $5.3

DOE/136 Loan -
Government/Secured     --           --      $6.0           $6.0
                    -----        ------   ------         ------
TOTALS              $23.8        $(7.3)    $11.3          $27.8


Required Debt & Debt Service Relief from Creditor Groups  ($5.0)
                                                         ------
                                  Serviceable Debt TOTAL  $22.8

Chrysler said that alternatives to achieving the $5 billion in
debt and debt service reductions are (i) common stock conversion,
(i) preferred stock conversion, (iii) modified debt conversion,
and (iv) cash out.

Chrysler said that if the additional $5 billion of government
funding is received and creditors agree to liability
restructuring, it will pursue the alliance with Fiat.  It will
also diligently work to finalized negotiations with all other
constituents and pursue a simultaneous closing with Fiat, U.S.
Treasury, Daimler, Cerberus, the UAW and its creditors by
March 31, 2009.

A full-text copy of the Chrysler viability plan is available for
free at:

               http://researcharchives.com/t/s?39a3

A full-text copy of GM's viability plan is available for free at:

               http://researcharchives.com/t/s?39a4

The Treasury Secretary, upon receipt of Chryser's and GM's
viability plans, said, "I have received restructuring reports from
both General Motors and Chrysler, and they have been posted on the
Treasury Web site.  NEC Director Summers and I will be convening
the President's Task Force on Autos later this week to analyze the
companies' plans and to solicit the full range of input from
across the Administration on the restructuring necessary for these
companies to achieve viability."

                      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.


CITIGROUP INC: S&P Keeps A Rating on Salt Verde's $1.13BB Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'A' senior
secured debt rating on Salt Verde Financial Corp.'s
$1.13 billion senior secured gas project revenue bonds and its $29
million subordinated gas project revenue bonds.  At the same time,
S&P revised the outlook on both the senior and subordinated bonds
to negative.

The outlook revision mirrors the Feb. 27, 2009, outlook revision
of Citigroup Inc. (A/Negative/A-1) to negative.  Citigroup
guarantees the obligations of Salt Verde's gas supplier, Citigroup
Energy Inc. (CEI; not rated).  The negative outlook on Citigroup
followed its announcement of an extensive recapitalization plan
and reflects Standard & Poor's concern that if, contrary to S&P's
current expectations, Citigroup's turnaround strategies (which
entail significant execution risk) are unsuccessful, bondholders
could eventually be required to participate in further government-
led restructuring actions.

The rating on Salt Verde's senior secured bonds is solely tied to
Citigroup as the lowest-rated counterparty with obligations that
are critical for the transaction to function as structured.  In
addition to Citigroup and CEI, the subordinated bonds also have
credit exposure to these counterparties:

-- Salt River Project Agricultural Improvement & Power
   District, Arizona (SRP; AA/Stable), the project participant.

  -- Royal Bank of Canada (RBC; AA-/Stable/A-1+), the fixed-price
     commodity swap counterparty.

  -- MBIA Insurance Corp. of Illinois (MBIA Ill; AA-/Watch
     Developing), the surety bond provider for the debt service
     reserve fund and working-capital fund.

  -- MBIA Inc. (BB+/Negative), the guaranteed investment contract
     provider for funds deposited in the debt service reserve
     account with a guarantee by MBIA Insurance Corp.
     (BBB+/Negative).

-- AIG Matched Funding Corp. (A-/Negative/A-1), the GIC
   provider for the debt service account.

The subordinated bonds are exposed to SRP's payment and
performance risk, the commodity swap counterparty, and the GIC
providers, in addition to the gas supplier, to redeem the
outstanding subordinated bonds in the event of the prepaid
contract's early termination.  As a result, the rating on the
subordinated bonds reflects Citigroup's credit risk as the lowest-
rated counterparty in the transaction.

Salt Verde acquires and finances natural gas transactions for SRP.
Proceeds from the Salt Verde senior secured bonds were funded to
the prepayment of about 295 billion cubic feet of natural gas.
CEI will provide the gas for 30 years.  The proceeds from the
senior secured bonds also provide for capitalized interest and pay
various transaction fees.  The proceeds from the subordinated
bonds fund a portion of the senior-lien debt service reserve fund,
which supports the senior secured bonds.  The gas requirements
reflect about 20% of SRP's annual retail gas requirements.

The negative outlook on Salt Verde's senior secured and
subordinated gas supply revenue bonds reflects the current outlook
on Citigroup as the guarantor of CEI's obligations under the gas
purchase agreement.  Standard & Poor's could revise the rating and
outlook on the senior secured bonds to the extent that S&P revise
the rating or outlook on Citigroup.  S&P could revise the rating
and outlook on the subordinated bonds to the extent that S&P
revise the rating or outlook on Citigroup, or if S&P lower the
rating on another counterparty and it becomes the transaction's
primary ratings constraint.  The negative outlook on Citigroup
reflects the potential for earnings to be substantially worse than
expected by Standard & Poor's and possibly require further
government assistance. This raises the possibility that
bondholders could then be required to participate in those further
restructuring actions.


COMMSCOPE INC: Moody's Affirms 'Ba3' Rating; Gives Neg. Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed CommScope's Ba3 rating and
revised the company's ratings outlook from stable to negative.
The change in outlook was driven by CommScope's rapidly declining
performance and challenges the company will likely have in meeting
financial covenants.  While the Ba3 rating accommodates a cyclical
downturn, the current economic environment could prove worse than
that contemplated in the rating.

Revenues for the December quarter were down 15% year over year
(down 10% adjusted for divestitures on an organic, constant
currency basis) and are expected to be considerably worse in the
March 2009 quarter.  The declines were driven by pull backs in
most of CommScope's end markets, particularly the wire-line
carrier market which saw declines of 50%.  Results were somewhat
exacerbated by cutbacks in their distribution channel as the
channel aggressively attempted to reduce its inventory levels.
Sales to the wireless carrier industry have held up relatively
well so far though and should temper declines in the company's
other markets.

The company's interest coverage and leverage covenants step down
in the second half and will be a challenge to meet if EBITDA
continues to decline.  The company is taking actions to address
the tightening covenants, but uncertainty over the economic
outlook will make it difficult to ensure compliance.  The company
is expected to continue to generate free cash flow as working
capital declines similar to what it achieved in the 2001-2003
downturn.

The Ba3 rating continues to reflect the company's market leading
positions supplying cable and connectivity systems and specialized
components to the cable television, wireline and wireless telecom
carrier industries as well the enterprise market.  The rating is
tempered by the cyclicality of the company's end markets combined
with moderate leverage.  The ratings could face further downward
pressure if the declines continue through the second half, or the
company is unable to amend their financial covenants on reasonable
terms if needed.

These ratings were affirmed:

* Corporate family rating - Ba3

* Probability of Default - Ba3

* $400 million Senior Secured Revolving Credit Facility due 2013 -
  Ba3, LGD3 44% (from 45%)

* $1.2 billion (originally $1.35 billion) Senior Secured Term
  Loan due 2014 -- Ba3, LGD3 44% (from 45%)

* $601 million (originally $750 million) Senior Secured Term Loan
  due 2013 -- Ba3, LGD3 44% (from 45%)

* $176 million (originally $250 million) Convertible Senior
  Subordinated Debentures due 2024 -- to B2, LGD6 92 % (from 95%)

The individual debt instrument ratings were determined using
Moody's Loss Given Default Methodology and reflect the relative
positions within the capital structure.  Moody's will withdraw the
rating on the convertible notes upon redemption.  The redemption
will result in a slight change in the secured debt assessment to
LGD3 48%.

Moody's most recent action was on October 12, 2007 when Moody's
downgraded CommScope's ratings following the Andrew acquisition
announcement.

CommScope Inc., headquartered in Hickory, North Carolina, is a
leading global provider of wired and wireless connectivity
solutions targeted towards cable and telecom service providers as
well as the enterprise market.  The company had 2008 sales of
$4.0 billion.


CONGOLEUM CORP: Court Denies Confirmation of Amended Joint Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
granted the motion of First State Insurance Company and Twin City
Fire Insurance Company for summary judgement denying the
confirmation of the Amended Joint Plan of Reorganization of
Congoleum Corp., et al., the Official Asbestos Claimants'
Committee and the Official Committee of Bondholders, dated
Nov. 14, 2008.  In its decision, the Court found that there is no
genuine issue as to any material fact and because of this, the
insurers are entitled to summary judgement as a matter of law.

On Feb. 26, 2009, the Court also ordered the dismissal of the
Debtors' case, effective 20 days from the date of the order.
At the close of the Disclosure Statement hearing on Dec. 18, 2008,
the Court ruled that the plan that had been recently filed would
be the final one it would consider.  All parties were given the
opportunity to submit their positions, either for dismissal or
conversion, to the Court.

In its opinion regarding the motion of the insurers for summary
judgement denying confirmation of the Amended Joint Plan of
Reorganization, the Court made these observations:

-- In the Court's first summary judgement opinion addressing
    confirmation, the Court noted that the pre-petition Claimant
    Agreement with Joseph Rice and Perry Weitz ("Claimants'
    Counsel"), referring to the treatment of $2 million in
    payments to Mr. Rice and Mr. Weitz, "provided for an eneven
    treatment of asbestos creditors and creates many of the
    confirmation problems that have plagued this case."
    Claimants' Counsel was able to exact this tribute from the
    Debtors because Sec. 524(g)(2)(B)(ii)((IV)(bb) requires that
    a Sec. 524(g) plan be approved by at least 75% of the voting
    claimants.  Thus, from the Debtors' perspective, it would be
    difficult, if not impossible, for the Debtors to confirm a
    plan unless Claimants' Counsel delivered the votes of their
    clients.

-- The inequality of distribution among asbestos claimants makes
    the plan unconfirmable.  The Plan proponents contend that the
    Amended Joint Plan provides for equality of treatment because
    all of the asbestos personal injury claims are placed in the
    same class.  While this is true, not all the creditors in
    Class 7 can avail themselves of the option available to
    asbestos claimants Kenneth Cook, Richard Arsenault and Edward
    Comstock.  For truly equal treatment the plan could have
    provided that claimants Cook, Arsenault and Comstock must
    relinquish any prepetition payments and apply to the Plan
    Trust on the same terms as all other asbestos creditors.

-- Cause exists under Sec. 1112(b)(5) for the dismissal of the
    Debtors' case because the Court has denied confirmation of
    every proposed plan, and has made clear its intent to deny
    any request for additional time to file a further amended
    plan.  Cause can also be found under Sec. 1112(b)(1) because
    there is continuing loss or diminution of the estate in the
    form of mounting professional fees.  Beyond the examples of
    cause enumerated in Sec.1112(b), the Court also finds cause
    exists to convert or dismiss based on the failed mediation
    attempts.  This case had the benefit of extensive mediation
    sessions with two extremely capable jurists, one of whom had
    previously presided over the coverage action.  The Court
    finds it quite telling that despite those efforts the parties
    could not be moved toward proposing a confirmable plan.

-- The Court believes that dismissal, as opposed to conversion,
    is the more prudent course of action.  Debtors are able to
    pay their immediate expenses on a short term basis.
    Conversion would result in a convulsive disruption of both
    cash flow and employment.  Conversion would also add a
    significant layer of expense, as a Chapter 7 Trustee would be
    forced to start from scratch evaluating all of the Debtors
    assets and liabilities, including some very complex
    litigation.  Dismissal would leave the Debtors free to
    continue the ongoing coverage litigation in the state court
    and to negotiate in what the parties seem to agree is a tort
    litigation environment that has changed quite a bit since
    these Chapter 11s were filed.

A full-text copy of the Court's opinion, dated Feb. 26, 2009, is
available at:

  http://bankrupt.com/misc/Congoleum.OpinionSummaryJudgment.pdf

As reported in the Troubled Company Reporter on Jan. 16, 2009,
Bill Rochelle of Bloomberg News said the two insurers argue the
Plan does not satisfy the statutory requirements under Section
1129 of the Bankruptcy Code and therefore cannon be confirmed.
The company may only be able to emerge from bankruptcy after
obtaining confirmation of its plan.

Mr. Rochelle detailed that although the revised Plan was intended
to remedy defects the Court identified when it rejected the 12th
amended plan in June and the 10th amended plan in February, the
two insurance companies contend that the Plan still violates
bankruptcy law by not treating all creditors alike.  The insurers,
the report adds, characterize the Plan as giving Congoleum a
release from liability "for a minimal contribution" while the
insurance companies "would be saddled with a wildly inflated
liability."

As reported by the Troubled Company Reporter on Jan. 14, Owens-
Illinois, Inc., filed with the Court a preliminary objection to
the Plan filed by Congoleum, together with its official committee
of bondholders, on Nov. 14, 2008.  Owens-Illinois claimed that the
plan trust, to be established on the effective date of the Plan,
and which will assume liability for all Asbestos personal injury
claims against Congoleum, fails to protect the interests of co-
defendants in the Asbestos litigation.

                       Congoleum to Appeal

According to Reuters, the bankruptcy case dismissal is effective
20 days from the date of the ruling.  Reuters relates that
Congoleum will file an appeal on the ruling.  Congoleum, if the
ruling stands, will lose protection from creditors and be forced
to deal with the asbestos claims in civil court, says Reuters.

Reuters relates that Congoleum's unsecured creditors have also
filed an emergency motion seeking to stay the court's decision,
pending results of the appeal.

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-
51524) as a means to resolve claims asserted against it related to
the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Congoleum, together with its bondholders, filed a revised plan of
reorganization on Nov. 20, 2008.


CONSECO INC.: Auditor to Raise Going Concern Doubt, Shares Drop
---------------------------------------------------------------
Conseco, Inc. said that its Annual Report on Form 10-K for the
fiscal year ended December 31, 2008, cannot be completed within
the prescribed time period. The Company needs additional time to
finalize the analysis and disclosure related to its investment
portfolio in light of unprecedented market conditions.

The Company has been informed by its independent registered public
accounting firm that without additional information and analysis
to satisfy the auditors' concerns regarding the Company's
liquidity and debt covenant margins (primarily those that could be
impacted by a significant amount of additional realized losses in
the Company's investment portfolio), their audit opinion will
include an explanatory paragraph regarding the Company's ability
to continue as a going concern.

If, after considering the additional information to be provided by
the Company, it is concluded that there is substantial doubt as to
the Company's ability to continue as a going concern, the
auditors' report on the consolidated financial statements for the
year ended December 31, 2008 will include an explanatory paragraph
to that effect. The inclusion of such a paragraph would
constitute a default under the Company's Second Amended and
Restated Credit Agreement dated as of October 10, 2006, as amended
which would allow the lenders to accelerate payment of the
principal amount of and accrued but unpaid interest on the debt
borrowed thereunder if the Company cannot correct the default or
obtain a waiver from the lenders within 30 days.

As of December 31, 2008, the principal amount of the debt
thereunder was $911.8 million.  If the lenders accelerate the debt
under the Credit Agreement, holders of the Company's 3.50%
Convertible Debentures due September 30, 2035 issued under the
August 15, 2005 indenture can also accelerate payment of the
principal amount of the debentures plus accrued and unpaid
interest thereon.  As of December 31, 2008, the principal amount
of the debt thereunder was $293.0 million. Similarly, if the
lenders accelerate the debt under the Credit Agreement, the holder
of the Company's 6% Senior Note due November 12, 2013, can
accelerate payment of the principal amount outstanding plus
accrued and unpaid interest thereon.  As of December 31, 2008, the
principal amount thereunder was $125.0 million.

The Company intends to file its Form 10-K for the fiscal year
ended December 31, 2008, as soon as practicable.

                          Shares Plunge

Conseco dropped as much as 60% percent after saying its auditors
may raise doubt about the Company's ability to stay in business,
Bloomberg said on March 2.  Conseco declined by 54 percent to 56
cents at 12:41 p.m. in New York Stock Exchange composite trading
March 2, the most since September 2003.  The stock sold for more
than $25 in 2006.

Chief Executive Officer Jim Prieur, as cited by Bloomberg, said,
"The two issues are liquidity at the holding company and the
potential losses in the investment portfolio." He said that
auditors were "somewhat reluctant" to include some dividends and
payments the insurer is due into the company's liquidity as they
are pending regulatory approval and adds, "We're very confident
we'll be able to resolve the issue and provide more information to
auditors".

Mr. Prieur said he didn't think the firm, which emerged from
bankruptcy in 2003, would apply for the government's Troubled
Asset Relief Program, and that "generally" insurance companies
were unlikely to receive funds from the bailout.

                       About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.


CONSECO INC: S&P Puts 'CCC' Counterparty Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'CCC'
counterparty credit rating on Conseco Inc. and its 'BB-'
counterparty credit and financial strength ratings on Conseco's
core insurance subsidiaries on CreditWatch with negative
implications.

This rating action follows the announcement by Conseco that its
auditors have a going-concern issue with the company.  If
management cannot satisfactorily address this issue and the
auditors' report on Conseco's financial statements for the year
ended Dec. 31, 2008, includes an explanatory paragraph to that
effect, Conseco will be in violation of its senior credit facility
covenants unless the lenders waive them.

"The ratings are on CreditWatch negative to reflect the likelihood
that S&P will lower them if Conseco is not able to rectify the
going-concern issue and does not receive a covenant waiver from
its lenders," said Standard & Poor's credit analyst Jon Reichert.
"We expect to resolve the CreditWatch status of the ratings in
four to six weeks as more information becomes available."


CONSTAR INT'L: Panel Taps CRT Investment as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecurdd Creditors of Constar
International, Inc., et al., asks the U.S. Bankruptcy Court for
the District of Delaware for authority to retain and employ CRT
Investment Banking LLC as its financial advisor, nunc pro tunc to
Feb. 3, 2009.

In accordance with the Engagement letter dated Feb. 13, 2009, CRT
Investment will perform the following services:

  a) review and analyze the company's operations, financial
     condition, business plan, strategy, and operating forecasts.

  b) analyze any merger, divestiture, joint-venture or investment
     transaction;

  c) assist in the determination of an appropriate capital
     structure for the company;

  d) assist the Committee in developing, evaluating, structuring
     and negotiating the terms and conditions of a restructuring
     or Plan of Reoganization, including the value of the
     securities that may be issued to any unsecured creditor
     under any such restructuring or Plan;

  e) evaluate any debtor-in-possession financing and any exit
     financing in connection with any plan of reorganization and
     any budgets relating thereto;

  f) provide valuation analyses of the company if requested, and
     provide expert testimony relating to such valuation; and

  g) provide the Committee with other appropriate general
     restructuring advice and litigation support.

As detailed in the Engagement Letter, CRT Investment will charge
$75,000 per month.  The principal CRT professionals who with
represent the Committee are Randall Lambert, managing director,
Mike Seery, senior vice president, and Nathan Laverriere,
associate.

Randall L. Lambert, a managing director and head of the
Restructuring Advisory Group of CRT Investment, assures the Court
that, to the best of his knowledge, the firm neither holds or
represents any interest adverse to the Committee, the Debtors,
their creditors or their resepctive attorneys in these Chapter 11
cases, and that the firm is a "disinterested person" as that term
is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Philadelphia, Pennsylvania, Constar International
Inc. (NASDAQ: CNST) -- http://www.constar.net-- produces
polyethylene terephthalate plastic containers for food, soft
drinks and water.  The company provides full-service packaging
services.  The company and five of its affiliates filed for
Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case
No. 08-13432).  Bayard, P.A. represents the Debtors aa counsel.
Wilmer Cutler Pickering Hale and Dorr LLP represents the Debtors
as co-counsel.  Goodwin Procter LLP, and Young, Conaway, Stargatt
& Taylor, LLP, are the Official Committee  of Unsecured Creditors'
proposed counsel.


CREEKSIDE VISTA: S&P Removes 'CCC' Rating on De Kalb's 2005 Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'CCC' rating on De
Kalb County Housing Authority, Georgia's multifamily housing
revenue bonds series 2005, issued for the Creekside Vista
Apartments Project, from CreditWatch with negative implications
where it was placed on Feb. 9, 2009.  At the same time, Standard &
Poor's affirmed its 'CCC' rating on the bonds.

"The rating action reflects Standard & Poor's opinion that there
will be sufficient funds to meet the debt service payment on
March 1, 2009," said Standard & Poor's credit analyst Renee
Berson.

As per the trustee, U.S. Bank, a deposit in an amount sufficient
to make the March 1, 2009, debt service payment was made by the
servicer.  The trustee will be submitting updated trust balances
subsequent to the debt service payments.  Standard & Poor's will
review these balances and make the appropriate rating action.


CRHMFA HOMEBUYERS: Moody's Cuts Ratings on 2006-FH-1 Bonds to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
bonds: the rating on CRHMFA Homebuyers Fund Senior Single Family
Mortgage Revenue Bonds Series 2006-FH-1(original principal amount
$14,380,000) is downgraded from A2 to Ba3, and CRHMFA Homebuyers
Fund Subordinate Single Family Mortgage Revenue Bonds Series 2006-
FH-1 (original principal amount $920,000) from Baa3 to B3.  This
action follows the downgrade of Radian Guaranty, Inc., which
provides primary and pool insurance for mortgage loans financed
with the Bonds, from A2 to Ba3 (outlook developing) and a review
of the very high level of delinquencies in this small pool of
whole mortgage loans.  The ratings remain on watch for downgrade
following this action.

The Single Family Mortgage Revenue Bonds Series 2006-FH-1 (the
Bonds) were issued in May of 2006 by CRHMFA Homebuyers Fund (the
Fund), a joint exercise of powers agency the members of which are
local jurisdictions within the State of California.  The Bonds are
limited obligations of the Fund, payable solely from the mortgage
loans, reserves, and revenues pledged under the Indenture.
Although the Indenture permitted additional issuance, to date only
this one series of bonds has been issued.

The Bonds consisted of $14,380,000 original par amount of Senior
Lien Bonds (the Senior Bonds) and $920,000 original par amount of
Subordinate Bonds (the Subordinate Bonds).  Proceeds of the Bonds,
along with other funds available at closing (an issuer advance, a
servicer advance, and bond issuance premium) were issued to fund
up to $15.3 million of whole loans, as well as make deposits in
reserve funds and pay costs of the program.  The loans consist of
first lien mortgage loans to first-time homebuyers solely for
owner-occupied residences.  Each loan is underwritten according to
the issuer's standards and is either a fixed-rate loan with 40
year level amortization, or a fixed-rate loan with interest only
for seven years and then 33 year level amortization.

Credit strengths that contributed to the rating included asset to
debt ratios of 1.06 for the Senior Bonds (provided in part by
subordination of the Subordinate Bonds) and 1.00 for the
Subordinate Bonds; A Liquidity Reserve equal to 2% of outstanding
Mortgage Loans, and an additional Mortgage Reserve covering an
additional 45 days of debt service on mortgages; primary mortgage
insurance on each of the mortgage loans from Radian, a 5% pool
insurance policy from Radian, and liquidity support from the
Servicer, CitiMortgage, Inc.  The issuer also provided a series of
cash flows demonstrating the ability of the program to perform
under a variety of stress scenarios.

Because the loans are whole loans, the PMI coverage and pool
coverage from Radian were key elements in protection against
losses from delinquency and/or foreclosure for the program.  In
addition, because of the small size of the program and the
potential for delays in obtaining recovery from PMI and/or
foreclosure for non-performing loans, the liquidity provided by
the servicer obligations from CitiMortgage, and the Advance Claim
Rider to the Radian Policy were important elements in rating
analysis.  Although CitiMortgage is obligated as servicer to
advance payment on each of the mortgages (regardless of whether it
first receives payment from the borrower), CitiMortgage itself
does not have an applicable rating, and its obligation may be
limited to the extent it concludes amounts advanced are not
reasonably recoverable.  Therefore, Moody's considered the Advance
Claim Rider from Radian to be key to liquidity support; under this
Rider, the Trustee can make advance claims on the pool policy to
the extent that it needs funds to pay bond debt service due to
mortgage loans being at least 60 days delinquent and in
foreclosure.

On February 13, 2009 Moody's downgraded Radian's insurance finance
strength rating from A2 to Ba3 (with a developing outlook).  This
affects Moody's assessment of the support provided by Radian,
which is key to the rating and includes PMI on all of the loans,
5% pool coverage, and liquidity through the Advance Claim Rider.
In addition, information obtained by Moody's indicated that of the
60 loans outstanding under the pool as of 1/31/08, 14 loans
(comprising approximately 23.4% of loan principal outstanding)
were two or more payments delinquent, and an additional three
loans (comprising approximately 5.69% or loan principal
outstanding) were in foreclosure.  Although Moody's understands
that debt service has been paid to date without using the
reserves, Moody's will continue to review the program to assess
the potential impact of delinquencies and foreclosures on the
program.


DELPHI CORP: GM Adds $150-Mil. in Advances; to Buy Steering Biz
---------------------------------------------------------------
Delphi Corp. disclosed several agreements reached between Delphi
and General Motors Corporation in order to supplement Delphi's
liquidity position and to substantially complete Delphi's
portfolio transformation through the sale of Delphi's global
Steering business.  The sale of the Steering business is a
strategic component of Delphi's transformation strategy, which was
announced in March 2006.  Pursuant to two amendments to GM's
liquidity advance agreement with Delphi, GM has agreed to increase
from $300 million to $450 million the amount it is committed to
advance to Delphi.  The amendments are subject to several
conditions, including U.S. Bankruptcy Court approval and review
prior to March 24, 2009 by the President's Designee in accordance
with the provisions of GM's federal loans.

Delphi and GM have entered into an agreement under which GM will
exercise its option to purchase Delphi's Steering business as
contemplated under the Amended Master Restructuring Agreement
between Delphi and GM dated Sept. 12, 2008.  Delphi had earlier
entered into a Purchase and Sale Agreement with an affiliate of
Platinum Equity, LLC, which the parties have mutually terminated.

GM has confirmed that it will exercise its option under the
GM/Delphi Master Restructuring Agreement to acquire the Delphi
global steering business.  The option covers Delphi global
Steering business including employees, facilities, products,
technical capability and intellectual property.  The business will
still be operated as a stand-alone business and, at least in the
near term, will be held in a wholly owned subsidiary of GM.  A
diverse customer base and the ability to self-fund the operations
will be essential to the business' long-term future.  To achieve
these goals, new business opportunities and technologies will
continue to be aggressively pursued.

GM and Delphi are committed to work together to provide non-GM
customers of the Steering business with the continued supply of
high quality products and services following the sale.
Additionally, Delphi is committed to provide general transition
services to GM through mid-2011 and information technology
transition services through December 2012.  Delphi and GM have
agreed to use their reasonable best efforts to close the Steering
transaction on or before April 30, 2009, as well as to achieve
certain other milestones, which are also subject to various
conditions including U.S. Bankruptcy Court approval.

Delphi believes that GM's commitment of additional liquidity
coupled with the support it has received from its lenders under
its debtor-in-possession (DIP) financing facility should allow
Delphi to manage its liquidity into May 2009 as it continues
emergence discussions with its stakeholders on proposed
modifications to Delphi's First Amended Plan of Reorganization
confirmed in January 2008.  GM and Delphi are working together to
negotiate an arrangement under which Delphi would transfer to GM
certain of Delphi's U.S. manufacturing sites dedicated principally
to supply product to GM in exchange for a payment which Delphi
expects to facilitate the company's emergence from Chapter 11.
These manufacturing sites represent less than 3 percent of
Delphi's global manufacturing operations.  As part of these
negotiations, Delphi and GM are seeking to finalize modifications
to their previous agreements as part of the April 2, 2009,
milestone for Delphi's filing of reorganization plan modifications
as contemplated by the recent Accommodation Agreement Amendment
Supplement.

"As stated in GM's Feb. 17 filing with the U.S. Dept. of the
Treasury, Delphi represents an important source of supply for GM.
This financial commitment by GM represents an important and
necessary step for Delphi to be able to access additional
liquidity to manage its U.S. operations while providing the
company with the liquidity runway to complete discussions with
stakeholders and obtain court approval of reorganization plan
modifications," said John Sheehan, Delphi vice president and chief
financial officer.

In addition to the agreements reached with GM, Delphi's agreements
with participating DIP Lenders approved by the Bankruptcy Court on
Feb. 24, 2009 to amend and supplement the Accommodation Agreement
relating to the DIP credit facility will also allow Delphi to
access the restricted amounts of cash collateral of up to
$117 million, provided: (i) Delphi remains in compliance with all
mandatory prepayment provisions and other covenants in the
accommodation agreement and the DIP borrowing base supports the
Company's use of some or all of the cash collateral, (ii) Delphi
has achieved the remaining specified milestones in its
reorganization cases, including the filing of a plan of
reorganization or modifications to Delphi's existing plan of
reorganization meeting the conditions specified in the
Accommodation Agreement by April 2, and (iii) GM has obtained all
required approvals to increase the available amounts under the GM
Advance Agreement to $450 million by March 24, 2009.  GM's
agreement to increase the amounts available under the GM Advance
Agreement and to seek any required governmental approvals is a
significant step in satisfying these conditions.

Delphi will submit its Annual Report on Form 10-K to the
Securities and Exchange Commission (SEC), which will include
additional information concerning Delphi's current liquidity
outlook, the terms, covenants and conditions of its DIP financing
facility and its accommodation agreement, as recently amended and
supplemented, and its 2008 results. Additional information
regarding Delphi's DIP financing facility and the Accommodation
Agreement (as amended and supplemented) can also be found on
www.delphidocket.com and Delphi's previous filings on Form 8-K
with the SEC.

                        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)


DOLLAR THRIFTY: Inks Loan Amendment with Lenders, Chrysler Fin'l
----------------------------------------------------------------
On February 25, 2009, Dollar Thrifty Automotive Group, Inc. (NYSE:
DTG), disclosed amendments of its senior secured credit facility
and fleet financing agreements with Chrysler Financial and another
bank group.  Under the amended agreements, the Company will no
longer be required to maintain a minimum leverage ratio, but must
maintain a minimum adjusted tangible net worth of $150 million and
a minimum of $100 million of unrestricted cash and cash
equivalents.  As of December 31, 2008, the Company had
approximately $215 million of adjusted tangible net worth and
approximately $230 million of unrestricted cash and cash
equivalents.  The amendments are intended to provide a long-term
resolution of the financial covenant compliance issue that had
been addressed with short-term amendments over the last five
months.  These amendments became effective February 25.

"Dollar Thrifty is very pleased to announce the successful
completion of these amendments in an incredibly difficult credit
market.  We greatly appreciate the ongoing support of our bank
groups and Chrysler Financial during these challenging times. T he
amendments provide us with the financial flexibility needed to
continue to execute our plans, and they remove the uncertainty
associated with short-term amendments, all at a reasonable cost
and on terms we feel are equitable.  With these amendments now
completed, we can dedicate all of our efforts to our top
priorities -- operational improvements, customer service, and
maximizing cash flow and liquidity," said Scott L. Thompson,
President and Chief Executive Officer.

In connection with the amendment of the senior secured credit
facility, the Company prepaid $20 million of its term loan and
permanently reduced the total revolving credit facility
commitments to $231.3 million, which is in line with the Company's
financing needs under its operating plan.  In addition, the
amendment provides that revolving credit facility commitments will
be restricted to issuances of letters of credit in future periods.
The amendments provide for a 50 basis point increase in the
interest rate borne by outstanding debt under all three financing
agreements, including letters of credit.  The Company also paid
one-time amendment fees of 50 basis points, based on outstanding
commitments and/or loans.  The Company used approximately $24
million of unrestricted cash for the term loan payment, fees and
expenses associated with the amendments.

"The Company's aggressive actions over the past several months to
reduce costs, improve revenue and right-size operations were
fundamental to achieving the resolution reflected in these
amendments.  Those actions, taken together with the amendments to
our financing arrangements and our recently announced
$490 million prepayment of our liquidity and conduit facilities,
position us to manage our liquidity to meet our operating
objectives in today's challenging environment," said Mr. Thompson.

              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.

The TCR reported on March 2, 2009, Standard & Poor's Ratings
Services said its ratings on Dollar Thrifty Automotive Group Inc.,
including the 'CCC+' long-term corporate credit rating, remain on
CreditWatch with negative implications.  Ratings were originally
placed on CreditWatch on Feb. 12, 2008, and lowered to current
levels on Dec. 22, 2008.


DOUGLAS JOHNSON: Wants to Sell Vehicle and Boat for $15,000
-----------------------------------------------------------
Douglas R. Johnson asks the U.S. Bankruptcy Court for the Southern
District of Texas to approve the sale of his and his ex-spouse,
Melanie Johnson's (1) 2004 SEADOO Jet Boat (19'9") and (2) 2004
Polaris 4x4 Ranger all-terrain vehicle which were acquired during
their marriage.  The items were to be sold pursuant to the divorce
decree entered in their prepetition divorce proceeding.  Both
properties are to be sold to Donald Weber for pay $15,000 in cash.
There is no other offer to date.

Mr. Johnson proposes that the proceeds be disbursed for expenses
related to their Michigan and Houston residences and possibly for
adequate protection payments on their mortgage on the residences,
which, according to the Debtor, has not been paid for several
months.

As reported in the Troubled Company Reporter on Jan. 19, 2009, the
Court approved the emergency motion of Melanie Johnson for the
fixed tag sale of several significant items of household goods and
furnishings for $10,730 and distribution to her of the net sales
proceeds of $6,692, after sales commission and expenses, provided
that she pays the private school tuition of Nathan and Justice
Johnson from that amount.

                     About Douglas R. Johnson

Based in Houston, Douglas R. Johnson owns 100% of Johnson
Broadcasting, Inc. and roughly 85% of Johnson Broadcasting of
Dallas, Inc.  He is the sole director of JB and JBDallas.  Mr.
Johnson filed for Chapter 11 relief on Oct. 13, 2008 (Bankr. S.D.
Tex. Case No. 08-36584).  Craig Harwyn Cavalier, Esq., at the Law
Offices of Craig Cavalier, represents the Debtor as counsel.  The
Debtor continues to manage and operate his affairs as a debtor-in-
possession.  No creditors' committee has yet been appointed in the
case by the United States Trustee.  In his schedules, the Debtor
listed total assets of $62,134,923 and total debts of $32,392,497.

Johnson Broadcasting Inc. and Johnson Broadcasting of Dallas Inc.
own and operate television stations in Texas.  Johnson
Broadcasting Inc. and Johnson Broadcasting of Dallas Inc. filed
separate petitions for Chapter 11 relief on Oct. 13, 2008 (Bankr.
S.D. Texas Case No. 08-36583 and 08-36585, respectively).  John
James Sparacino, Esq., and Timothy Alvin Davidson, II, Esq., at
Andrews and Kurth, represent the Debtors as counsel.  When Johnson
Broadcasting Inc. filed for protection from its creditors, it
listed assets and debts of between $10 million and $50 million
each.


ERIE PROPERTY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Erie Property LLC
        363 W, Erue Street Suite 400
        Chicago, Il 60654

Bankruptcy Case No.: 09-06968

Chapter 11 Petition Date: March 2, 2009

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Paula K. Jacobi, Esq.
                  pjacobi@btlaw.com
                  Barnes & Thornburg LLP
                  1 North Wacker Drive, Suite 4400
                  Chicago, IL 60606
                  Tel: (312) 214-4866
                  Fax: (312) 759-5646

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
   ------                      ---------------   ------------
First Midwest Bank             non-recourse       $2,500,000
One Pierce Place               mortgage, value
Suite 1500                     likely equal or
Itasa, IL 60143                less than 1st
                               mortgage


James Stefanski                settlement        $89,500
1178 Euclid Avenue Apt. 3
Berkeley, CA 94708

Blue Star Services Group       security deposit  $21,000
363 West Erie Street
Suite 700W
Chicago, IL 60654

Latimer LeVay Jurasek LLC      legal services    $20,000

Data Based Ads, Inc.           security deposit  $16,531

Peoples Gas                    utilities         $9,000

North Town Mechanical Svcs.    security          $8,432

Bishop Taylor Group LLC        security deposit  $8,000

Central Print Services Inc.    security deposit  $7,427

Kathryn Quinn Architects Ltd.  security deposit  $7,200

Midwest Newclip Inc.           security deposit  $5,241

NRC Realty Advisors LLC        security deposit  $4,375

Chicago Elevator Company       security deposit  $4,174

Internal Revenue Services      taxes             $4,000

D.G.L. Distributors Inc.       security deposit  $3,825

Combi Wear Parts Inc.          security deposit  $3,800

City of Chicago                utilities         $2,500
Dept. Water Management

Mark's                         services          $2,500

ComEd                          utilities         $2,000

State of Illinois              taxes             $2,500

The petition was signed by Gerald E. Tomaszewski, managing member.


FIRST DATA: Moody's Reviews 'B2' Rating for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed First Data Corporation's (B2
corporate family rating) credit ratings under review for possible
downgrade.  The rating action reflects Moody's concern that the
projected ramp in profits and free cash flow expected for 2009 and
2010 that had been factored into the B2 corporate family rating
will not be achieved due to the global economic crisis and
resulting slowdown in consumer spending levels.

At the time of the leveraged buyout led by Kohlberg, Kravis,
Roberts & Co in September 2007, Moody's noted that First Data was
weakly positioned in the B2 CFR category because of its
considerable financial leverage (pro forma debt to EBITDA of
approximately 9x).  Moody 's expected that the company's credit
metrics, including free cash flow to debt, would remain weak for
at least eighteen months following the transaction's close, but
that leverage ratios would begin to improve significantly in 2010.
Although the company faces no significant debt maturity until 2014
and has ample cushion with its financial covenants under the
senior secured credit facility, Moody's believes the high debt
burden will continue for the next several years, which may no
longer be consistent with a B2 rating.

"Given the current economic recession, Moody 's believe the
company's ability to de-lever through EBITDA growth could be
delayed for another couple of years despite the better-than-
expected cost savings achieved to date," said Moody's Senior
Analyst Stephen Sohn.

Any downgrade of the CFR would likely be limited to one notch in
view of Moody's expectation that First Data will be able to
generate steady cash flows during the current economic downturn.
The company's credit quality is supported by its large size and
leading market positions in the electronic commerce and payment
solutions for financial institutions, merchants, and other
organizations worldwide, which benefits from the secular shift
from cash/check payment to electronic payments.  In addition, the
company maintains a diversified business profile (e.g., breadth of
service offerings and international expansion) and near-term
liquidity, which is supported by around $1.7 billion of
availability on its revolver.

Moody's review will focus on the impact of the consumer spending
downturn on revenues and margins of the Merchant Services
business, the effect of bank consolidation on the performance of
the Financial Services segment, the extent to which the company
can realize additional cost synergies to counter the effect of the
economic recession, and the implications of the recent termination
of the Chase Paymentech alliance.

Ratings affected by the review are:

Issuer: First Data Corporation

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $2 billion Senior Secured Revolving Facility due 2013 -- Ba3
  (LGD 2, 27%)

* $13 billion Senior Secured Term Loan B due 2014 -- Ba3 (LGD 2,
  27%)

* $3.75 billion Senior Unsecured Cash Pay Notes due 2015 -- B3
  (LGD 5, 76%)

* (Approximately $86 million) Pre-LBO Untendered Senior Unsecured
  Stub Notes -- Caa1

Outlook, changed to rating under review from stable.

The last rating action was on January 11, 2008, when Moody's
lowered FDC's untendered senior unsecured stub notes rating to
Caa1 from A2.  The company's corporate family rating of B2 and
stable rating outlook were unchanged.

Based in Greenwood Village, Colorado, First Data Corporation is a
global leader in electronic commerce and payment solutions for
financial institutions, merchants, and other organizations
worldwide.


FORD MOTOR: U.S. Sales Dropped 48% to 96,044 in February
--------------------------------------------------------
Coming off a strong February performance in 2008, Ford, Lincoln
and Mercury February U.S. sales totaled 96,044, down 48% compared
with a year ago.

"The economic and competitive environment remains challenging,"
said Ken Czubay, Ford Motor Co. vice president of sales and
marketing.  "Ironically, these times provide the best opportunity
to distance Ford from the competition.  We're determined to stay
on course and stay focused -- building a foundation for future
growth with distinctively styled products that offer consumers
best-in-class quality, fuel economy, safety and value."

Ford's next generation mid-size cars -- the 2010 Ford Fusion and
Mercury Milan -- will arrive in dealer showrooms this spring.
Recent independent studies rate Fusion and Milan as having the
best predicted reliability among all mid-size sedans.  The new
Fusion Hybrid delivers 41 mpg in the city and 36 mpg on the
highway, topping the Toyota Camry Hybrid by 8 mpg in the city and
2 mpg on the highway.  The new four-cylinder Ford Fusion S
achieves 34 mpg on the highway and 23 mpg in the city, beating
both the gasoline-powered Camry and Honda Accord.

U.S.  Inventories

At the end of February, Ford, Lincoln, and Mercury inventories
totaled 405,000 units.  Inventories are 32% lower than a year ago
-- in line with the sales decline (26%) during this period.

North American Production

In the second quarter 2009, the company plans to produce 425,000
vehicles (135,000 cars and 290,000 trucks).  In the second quarter
2008, the company produced 685,000 vehicles (237,000 cars and
448,000 trucks).

"A key element of our strategy to build our reputation and improve
resale values is to align our production with consumer demand,"
said Mr. Czubay.  "Our disciplined approach to the market in these
challenging times helps us to minimize costly incentives which
erode brand value."

          FORD MOTOR COMPANY FEBRUARY 2009 U.S. SALES

                  February               Year-To-Date
                  --------        %      ------------      %
                2009    2008    Change    2009     2008 Change
                ----    ----    ------    ----     ---- ------
Sales By Brand
Ford           84,422  164,915   -48.8  63,744  295,989  -44.7
Lincoln         5,633    9,573   -41.2  11,724   17,558  -33.2
Mercury         5,989   10,806   -44.6  11,172   20,102  -44.4
                -----   ------  ------  ------  -------  -----
Total Ford,
Lincoln and
Mercury        96,044  185,294   -48.2 186,640  333,649  -44.1
Volvo           3,356    7,505   -55.3   6,266   15,541  -59.7
                -----    -----   -----  ------  -------  -----
Total Ford
Motor Company  99,400  192,799   -48.4 192,906  349,190  -44.8

Ford, Lincoln
and Mercury
Sales By Type

Cars           34,678   58,585   -40.8  63,385  102,844  -38.4
Crossover
Utility
Vehicles       21,993   33,846   -35.0  42,140   63,526  -33.7

Sport Utility
Vehicles        5,439   19,033   -71.4  12,722   34,431  -63.1

Trucks and
Vans           33,934   73,830   -54.0  68,393  132,848  -48.5
               ------   ------   -----  ------  -------  -----
Total Trucks   61,366  126,709   -51.6 123,255  230,805  -46.6
               ------  -------   ----- -------- -------  -----
Total
Vehicles       96,044  185,294   -48.2 186,640  333,649  -44.1

              FORD BRAND FEBRUARY 2009 U.S. SALES

                     February               Year-To-Date
                     --------        %      ------------      %
                  2009     2008   Change   2009     2008   Change
                  ----     ----   ------   ----     ----   ------
Crown Victoria   3,272    3,894  -16.0    4,918    8,325  -40.9
Taurus           3,290    4,789  -31.3    4,995    8,969  -44.3
Fusion           7,603   14,980  -49.2   15,755   24,163  -34.8
Focus            9,904   16,302  -39.2   17,673   27,902  -36.7
Mustang          2,990    7,752  -61.4    5,934   14,297  -58.5
                 -----    -----  -----   ------   ------  -----
Ford Cars       27,059   47,717  -43.3   49,275   83,656  -41.1
Flex             2,352        0     NA    4,811        0     NA
Edge             5,214   11,638  -55.2   10,187   22,526  -54.8
Escape          10,090   14,192  -28.9   18,450   25,383  -27.3
Taurus X         1,160    2,154  -46.1    2,039    4,388  -53.5
                 -----    -----  -----  -------   ------  -----
Ford Crossover
Utility
Vehicles        18,816   27,984  -32.8   35,487   52,297  -32.1
Expedition       1,564    6,296  -75.2    3,941   11,259  -65.0
Explorer         3,073    9,452  -67.5    6,760   16,669  -59.4
                 -----    -----  -----   ------   ------  -----
Ford Sport
Utility
Vehicles         4,637   15,748  -70.6   10,701   27,928  -61.7
F-Series        23,614   52,548  -55.1   48,851   93,673  -47.8
Ranger           3,597    7,431  -51.6    6,410   12,977  -50.6
Econoline/Club
Wagon            6,349   12,866  -50.7   12,205   24,199  -49.6
Low Cab Forward     10       70  -85.7       29      149  -80.5
Heavy Trucks       340      551  -38.3      786    1,110  -29.2
                ------   ------  -----   ------   ------  -----
Ford Trucks
and Vans        33,910   73,466  -53.8   68,281  132,108  -48.3
                ------   ------  -----   ------  -------  -----
Ford Brand      84,422  164,915  -48.8  163,744  295,989  -44.7

                LINCOLN BRAND FEBRUARY 2009 U.S. SALES

                    February               Year-To-Date
                    --------        %      ------------      %
                 2009     2008   Change   2009     2008   Change
                 ----     ----   ------   ----     ----   ------
MKS             1,346        0     NA    2,881        0     NA
MKZ             1,145    3,531  -67.6    2,706    6,243  -56.7
Town Car        1,084    1,306  -17.0    1,594    1,512    5.4
MKX             1,669    2,819  -40.8    3,404    5,845  -41.8
Navigator         365    1,553  -76.5    1,027    3,218  -68.1
Mark LT            24      364  -93.4      112      740  -84.9
                -----    -----  -----    -----    -----  -----
Lincoln Brand   5,633    9,573  -41.2   11,724   17,558  -33.2

                MERCURY BRAND FEBRUARY 2009 U.S. SALES

                    February               Year-To-Date
                    --------        %      ------------      %
                 2009     2008   Change   2009     2008   Change
                 ----     ----   ------   ----     ----   ------
Grand Marquis   1,433    2,549  -43.8    2,158    4,512  -52.2
Sable           1,271      938   35.5    1,753    1,924   -8.9
Milan           1,340    2,544  -47.3    3,018    4,997  -39.6
Mariner         1,508    3,043  -50.4    3,249    5,384  -39.7
Mountaineer       437    1,732  -74.8      994    3,285  -69.7
                -----    -----  -----    -----    -----  -----
Mercury Brand   5,989   10,806  -44.6   11,172   20,102  -44.4

               VOLVO BRAND FEBRUARY 2009 U.S. SALES

                    February               Year-To-Date
                    --------        %      ------------      %
                 2009     2008   Change   2009     2008   Change
                 ----     ----   ------   ----     ----   ------
S40               491      930   -47.2     891     2,449   -63.6
V50               128      157   -18.5     264       320   -17.5
S60               273    1,310   -79.2     548     3,023   -81.9

S80               671    1,270   -47.2   1,144     2,135   -46.4
V70                71      214   -66.8     162       381   -57.5
XC60              235        0      NA     235         0      NA
XC70              369      933   -60.5     839     1,898   -55.8
XC90              665    1,887   -64.8   1,238     3,805   -67.5
C70               253      471   -46.3     525       846   -37.9
C30               200      333   -39.9     420       684   -38.6
                  ---    -----   -----   -----     -----   -----
Volvo Brand     3,356    7,505   -55.3   6,266    15,541   -59.7

                         About Ford Motor

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

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

                        *     *     *

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


FRESH DEL MONTE: S&P Affirms Rating at 'BB-'; Outlook 'Developing'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Cayman Islands-based Fresh Del Monte Produce Inc. to
developing from positive.  S&P also affirmed the existing ratings
on the company, including the 'BB-' corporate credit rating.  As
of Dec. 26, 2008, the company had about $513 million total debt.

"The outlook revision reflects our concerns about the company's
upcoming refinancing needs," said Standard & Poor's credit analyst
Alison Sullivan.  Fresh Del Monte's $600 million revolver matures
in November 2009 (the company borrowed about $350 million as of
Dec. 26, 2008), and it must repay $50 million of its term loan
debt before the revolver maturity.  "We would consider a lower
rating if Fresh Del Monte cannot timely refinance this debt, while
maintaining adequate liquidity," she continued.  However, Fresh
Del Monte has sustained solid credit measures that would support a
potential upgrade.

The ratings on Fresh Del Monte reflect its participation in the
highly variable, commodity-oriented fresh fruit and vegetable
industry.  Uncontrollable factors such as global supply, world
trade policies, political risk, currency swings, weather, and
disease affect the industry.  Fresh Del Monte benefits from its
leading positions in the production, marketing, and distribution
of fresh produce.

The outlook is developing.  The company's $600 million revolver
matures in November 2009, and the company must repay $50 million
of term loan debt before the revolver maturity.  S&P could lower
the ratings if Fresh Del Monte cannot refinance this facility and
term debt in a timely manner.

S&P assumes Fresh Del Monte will maintain credit measures that are
stronger than its rating category to compensate for inherent
volatility in the produce industry.  Standard & Poor's could
review the ratings for an upgrade if the company refinances its
credit facility on reasonable terms, operating performance remains
stable, financial policy remains prudent, and the company sustains
a rolling two-year average leverage of about 2.5x, and rolling
two-year average funds from operations to total debt of 30%-35%.


FULTON HOMES: Files List of 18 Largest Unsecured Creditors
----------------------------------------------------------
Fulton Homes Corporation submitted to the U.S. Bankruptcy
Court for the District of Arizona a list of 18 largest unsecured
creditors.  The Debtor's largest unsecured creditors are:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
BOA; Chase; Compass;                             163,488,655
Guaranty; Wachovia
c/o Chris Bayley - Snell &
Wilmer
400 East Van BureN
Phoenix, AZ 85004-2202

Town of Queen Creek            contract          $500,000
22350 S. Ellsworth Road
Queen Creek, AZ 85242-9311

GE Appliances GE Consumer and                    $81,176
Industrial
307 N. Hurstbourne Parkway
Louisville, KY 40222

Mesa Lighting & Fan Inc.                         $17,178

Arizona Wholesale Supply                         $4,323

S.O.S. Exterminating                             $998

Perkinson Rreprographics                         $892

Scott Blue Reporgraphics                         $762

Qwest                                            $171

Mobil Mini                                       $158

L. P. Rent-a-fence                               $142

Precision Drafting and Design                    $140

Pre Paid Legal Services                          $51

Cavanagh Law Firm                                $50

First Class Delivery                             $44

Fennemore Craig, P.C.                            $20

Infrastructure Dynamics                          unknown

Optimus Survey Services                          unknown

                        About Fulton Homes
Fulton Homes Corporation -- http://www.fultonhomes.com-- is a
Tempe, Arizona-based homebuilder.  The Company filed for Chapter
11 protection on January 27, 2009 (Bankr. D. Ariz. Case No.: 09-
01298).  Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt between $100 million and $500 million each.


FULTON HOMES: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14, was
unable to appoint creditors to serve on an Official Committee of
Unsecured Creditors for the Chapter 11 case of Fulton Homes
Corporation.

The U.S. Trustee said in papers filed with the Court that it
contacted several unsecured creditors of the Debtor but few
creditors expressed their interest to enable the Trustee to form a
committee.

Fulton Homes Corporation -- http://www.fultonhomes.com-- is a
Tempe, Arizona-based homebuilder.  The Company filed for Chapter
11 protection on January 27, 2009 (Bankr. D. Ariz. Case No.: 09-
01298).  Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt between $100 million and $500 million each.


GANNETT CO: S&P Cuts Rating to 'BB' on Expected Ad Revenues Drop
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for Gannett Co. Inc. to 'BB' from 'BBB-'.  The rating
outlook is negative.

At the same time, S&P lowered the company's issue-level ratings on
its senior unsecured notes issues four notches to 'B+' (two
notches lower than the 'BB' corporate credit rating) from 'BBB-',
partly to reflect the two-notch downgrade of the corporate credit
rating, and partly to reflect the assignment of S&P's '6' recovery
rating to the notes.  The '6' recovery rating reflects S&P's
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default.

In addition, S&P withdrew its 'A-3' commercial paper rating on the
company.

The corporate credit and issue-level ratings were removed from
CreditWatch, where they were placed with negative implications
Jan. 30, 2009.

The downgrade of the corporate credit rating reflects a worsening
pace of expected decline in advertising spending in both Gannett's
newspaper publishing and broadcasting businesses due to
deteriorating levels of economic activity in the U.S. and the
U.K.," said Standard & Poor's credit analyst Emile Courtney.

The previous 'BBB-' rating incorporated that revenue would decline
about 10% and EBITDA would decline about 20% (on a pro forma basis
after factoring in ShopLocal LLC and CareerBuilder investments in
2008).  S&P now believe that pro forma revenue could decline about
15% and pro forma EBITDA could decline between 30% and 35% in
2009.

S&P's measure of Gannett's unfunded pension and postretirement
obligations increased by about $500 million in 2008 compared to
2007, due to a meaningful decline in the pension plan's assets.
In addition, on Feb. 25, 2009, Gannett announced a cut in its
common dividend by 90% annually (or approximately $330 million),
starting in the second quarter of 2009.  Because of a greater
decline in 2009 EBITDA and the increase in the unfunded pension
and postretirement obligations (partially offset by additional
debt repayment resulting from the lower dividend), S&P expects its
measure of lease- and pension-adjusted total debt to EBITDA to
increase to 4x at the end of 2009, from 3.4x at the end of
2008.  This expected measure is weak for the 'BB' rating and
assumes no acquisitions or share repurchases in 2009.

Even though Gannett's financial profile benefits from significant
discretionary cash flow for debt repayment (S&P expects over
$500 million in 2009 after factoring in the dividend cut), S&P
expects the company to face an extended period of cyclical
pressure that will continue to exacerbate the secular shift in
revenue away from Gannett's newspaper business.  S&P expects
cyclical economic pressure throughout 2009 in both the U.S. and
the U.K. that will negatively affect the company's newspaper and
broadcasting businesses at the same time.  In addition, Gannett
generated $118 million in Olympic and political related
advertising revenue in its broadcasting business last year that
will not repeat in 2009.

While acknowledging that it is difficult to estimate at this time
what would likely represent a moderated pace of decline for
newspaper ad revenue post-recession, S&P has incorporated into the
current rating the expectation for a U.S. economic recovery
beginning in 2010 and for newspaper ad revenue to decline in the
high-single-digit percentage area in that year.  S&P believes
Gannett's broadcasting business will benefit when the economy
recovers, as well as from mid-term political advertising in 2010.
Revenue in Gannett's digital business grew 13% on a pro forma
basis in 2008, and S&P believes this business is likely to have a
long-term growth profile that compares favorably to the company's
publishing and broadcasting businesses.


GENCORP INC: Compensation Panel & Board Adopt Incentive Plans
-------------------------------------------------------------
On February 11, 2009, the Organization & Compensation Committee
and the Board of Directors of GenCorp Inc. met to discuss director
and executive compensation issues and adopted:

   * 2008 Annual Cash Incentive Awards

The Board, upon the recommendation and approval of the
Compensation Committee, approved cash incentive awards to all
executive officers and other key employees of the Company for
fiscal year 2008.  The awards were based on an assessment of
actual performance against pre-established Company and business
segment performance objectives specified in the Company's annual
operating plan.  Specifically, performance targets consisted of:
(i) for the Aerospace and Defense business segment, revenue
growth, segment performance and cash flow, (ii) for the Real
Estate business segment, various real estate objectives tied to
the entitlement of the Company's excess real estate and (iii) for
the Corporate business segment, earnings per share, cash flow and
various real estate objectives tied to the entitlement of the
Company's excess real estate.

   Executive Officer   Title                            2008
   -----------------   -----                            ----
   J. Scott Neish      Interim President,               $357,000
                       Interim Chief Executive Officer,
                       Vice President and
                       President, Aerojet-General Corp.

   Kathleen E. Redd    Vice President,                  $133,000
                       Chief Financial Officer and
                       Secretary

   Mark A. Whitney     Former Senior Vice President,    $259,000
                       General Counsel and Secretary

   Chris W. Conley     Vice President,                  $106,000
                       Environmental Health & Safety

   William M. Lau      Vice President and Treasurer     $100,000

   * 2009 Annual Cash Incentive Plan

The Board, upon the recommendation and approval of the
Compensation Committee, adopted an annual cash incentive plan for
fiscal year 2009.  The program provides Eligible Employees,
including the Company's named executive officers, the opportunity
to receive cash incentive awards if individual and/or business
targets are met.  For the Corporate business segment, performance
objectives relate to net income (accorded a 50% weighting), cash
flow (accorded a 30% weighting) and revenue growth (accorded a 20%
weighting).  For the Aerospace and Defense business segment,
performance objectives relate to cash flow (accorded a 40%
weighting), awards (accorded a 30% weighting),  contract profit
(accorded a 15% weighting), and contract margin (accorded a 15%
weighting).  Each named executive officer and eligible employees
in the Corporate or Aerospace and Defense business segments has
the opportunity to earn up to 200% of their base salaries if all
of their performance measures are met at the maximum target
levels.  For the Real Estate business segment, the performance
objectives relate to cash flow/budget, signage of water agreements
with the Golden State Water Company and Sacramento County, signage
of the Glenborough Development Agreement, sale of the Folsom
schools and general discretionary objectives.  Each named
executive officer in the Real Estate business segment has the
opportunity to earn up to 200% of their base salaries if all of
their performance measures are met at the maximum target levels.

The target bonus for each Eligible Employee is based on a
percentage of the participant's annual salary as of November 30,
2009.  The applicable percentage for each participant is
determined by the Compensation Committee, in its sole discretion.
The earned bonus may be greater than or less than the target bonus
depending on the level at which the performance objectives are
attained.

   * 2009 Long-Term Equity Incentive Awards

The Board, upon the recommendation and approval of the
Compensation Committee, adopted, subject to shareholder approval
at the Company's 2009 Annual Meeting of Shareholders, the 2009
Equity and Performance Incentive Plan.  The Long Term Incentive
Plan provides eligible participants the opportunity to earn long-
term incentive compensation based on the Company's attainment of
certain financial goals determined by the Compensation Committee
and set forth in the Long Term Incentive Plan.  The Compensation
Committee may revise the performance goals in the event of a
change of control or other corporate reorganization, merger,
similar transaction or other extraordinary event, or as the
Compensation Committee determines is in the best interests of the
Company.

The Long Term Incentive Plan is intended as an incentive to
attract, motivate, and retain employees, including the Company's
named executive officers, and directors upon whose judgment,
initiative, and efforts the financial success and growth of the
business of the Company largely depend, and to provide an
additional incentive for such individuals through stock ownership
and other rights that promote and recognize the financial success
and growth of the Company and create value for shareholders.  The
Long Term Incentive Plan permits the grant of cash-based awards,
nonqualified stock options, incentive stock options, stock
appreciation rights, restricted stock, restricted stock units,
performance shares, performance units and other stock-based
awards, provided that the total number of shares of common stock
of the Company which may be issued under the Long Term Incentive
Plan may not exceed 500,000 shares.

Under the Long Term Incentive Plan, 50% of the target award is to
be paid in the form of performance awards of cash or equity, 40%
of the target award is to be paid in the form of stock options,
including nonqualified stock options, incentive stock options,
stock appreciation rights or other stock-based awards, and 10% of
the target award is to be paid in the form of full value awards,
including restricted stock and restricted stock units.

            Annual Meeting of Shareholders on March 25

The 2009 annual meeting of shareholders of GenCorp Inc. will be
held on March 25, 2009 at 9:00 a.m. local time at the offices of
Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower,
65 East 55th Street in New York, for these purposes:

   1. To elect seven directors to our Board of Directors to serve
      until the 2010 annual meeting of shareholders and until
      their respective successors have been duly elected and
      qualified;

   2. To ratify the appointment of PricewaterhouseCoopers LLP as
      independent auditors of the Company for the fiscal year
      ending November 30, 2009;

   3. To approve the 2009 Equity and Performance Incentive Plan;
      and

   4. To consider and act on other business as may properly be
      brought before the Annual Meeting.

A full-text copy of the Proxy Statement for the Annual Meeting is
available for free at: http://researcharchives.com/t/s?3a03

Only shareholders of record at the close of business on
January 29, 2009, are entitled to notice of, and to vote at, the
Annual Meeting and any adjournments or postponements of the Annual
Meeting.

                          About GenCorp

Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a leading technology-based
manufacturer of aerospace and defense products and systems with a
real estate segment that includes activities related to the
entitlement, sale and leasing of the company's excess real estate
assets.

As reported in the Troubled Company Reporter on Jan. 20, 2009,
Moody's Investors Service downgraded the Corporate Family
Rating of GenCorp, Inc. to B3 from B2 and the Probability of
Default Rating to Caa1 from B2.  In a related action, the
company's senior secured bank credit facilities were downgraded to
Ba3, convertible subordinated notes downgraded to Caa2, and senior
subordinated notes affirmed at B1.  The rating outlook remains
negative.


GENERAL MOTORS: Treasury Grants Waiver on VEBA, Bond Swap
---------------------------------------------------------
On February 17, 2009, General Motors Corporation and the United
States Department of the Treasury entered into a waiver pursuant
to which section 7.21 of the Loan and Security Agreement by and
between GM and the UST dated as of December 31, 2008, was deleted,
which removed the requirement that GM submit certain signed term
sheets relating to the Labor Modifications, the VEBA
Modifications, and the Bond Exchange, as each term is defined in
the Agreement, on or before February 17.

GM and the UST subsequently entered into the Second Post-Closing
Matters Letter dated February 19, 2009, which restated and
consolidated the Waiver and certain non-material post-closing
matters set forth in a Post-Closing Letter between the parties
dated as of December 31, 2008.  A full-text copy of the Second
Post-Closing Matters Letter is available for free at:

               http://researcharchives.com/t/s?3a04

On February 17, 2009, GM borrowed an additional $4.0 billion under
the Agreement.

The Troubled Company Reporter reported on January 8, 2009, that
General Motors Corporation and certain of its domestic
subsidiaries entered into a loan and security agreement with the
United States Department of the Treasury, pursuant to which the
UST agreed to provide GM with a $13.4 billion secured term loan
facility.  GM borrowed $4.0 billion under the Facility on Dec. 31,
2008, and is eligible to borrow an additional $5.4 billion on
Jan. 16, 2009, and $4.0 billion on Feb. 17, 2009.  GM's ability to
make the subsequent borrowings is subject to its satisfaction of
the requisite borrowing conditions, and, in the case of the final
$4.0 billion on February 17, to the UST having funds available for
this purpose.  A full-text copy of the LOAN AND SECURITY AGREEMENT
is available for free at http://ResearchArchives.com/t/s?377e

               First Amendment to Credit Agreement

In a separate regulatory filing, General Motors Corporation
disclosed that on February 11, 2009, it entered into the First
Amendment and Consent to the Amended and Restated Credit
Agreement, dated as of June 20, 2006, among GM, General Motors of
Canada Limited, Saturn Corporation, Citicorp USA, Inc., as
administrative agent for the Lenders thereunder, JPMorgan Chase
Bank, N.A., as syndication agent, and the several banks and other
financial institutions from time to time parties thereto as
lenders. GM entered into negotiations to amend certain covenants
in the Credit Agreement relating to restrictions on liens to
permit the grant of junior liens for the benefit of the U.S.
Department of the Treasury to secure obligations under the Loan
and Security Agreement dated as of December 31, 2008 between the
U.S. Treasury and GM and certain of its U.S. subsidiaries and
modify the requirement that GM deliver consolidated annual
financial statements for 2008 accompanied by an opinion of its
independent public accountants that does not include a "going
concern" qualification.

Under the Amendment and related agreements, the covenants relating
to restrictions on liens on assets securing the obligations under
the Credit Agreement that are owned by GM or Saturn were modified
to permit the grant of junior liens for the benefit of the U.S.
Treasury to secure obligations under the Treasury Loan or any
agreement refinancing the Treasury Loan Agreement on market-based,
arms-length terms and additional extensions of credit provided by
a branch of the U.S. government.  Any optional prepayment of any
tranche of the U.S. Government Funding or of indebtedness of GM
Canada secured by Revolver Collateral owned by GM Canada at the
time that a majority of the principal under such tranche are held
by Non-Government Lenders will require a pro rata prepayment and
commitment reduction under the Credit Agreement.  If the final
maturity date of any tranche of the U.S. Government Funding will
occur before July 20, 2011, and 30 days prior to such early
maturity date the majority of the obligations under such tranche
are held by Non-Government Lenders, then loans outstanding under
the Credit Agreement in an amount equal to the principal amount
under such tranche to be paid on such early maturity date must be
repaid, and commitments under the Credit Agreement equal to the
repaid loans will automatically be terminated.

Other significant provisions of the Amendment related to
collateral include:

   * The secured revolving Lenders were provided with a junior
     priority lien on the collateral pledged to secure GM's
     obligations under the Treasury Loan and agreed to
     subordinate such junior liens to liens on the same
     collateral securing creditors under prospective financings,
     including refinancing of currently unsecured debt.

   * Any Canadian governmental authority (including Export
     Development Corporation (Canada)) that provides secured
     financing to GM or any of its subsidiaries may be offered a
     junior lien on the Revolver Collateral owned by GM Canada.

   * The value of Revolver Collateral that is subject to junior
     liens securing obligations under any U.S. Government Funding
     or Additional Canadian Debt will not be excluded from the
     determination of the value of U.S. Collateral or Canadian
     Collateral, respectively, under the Credit Agreement.

Under the Amendment the Lenders agreed to waive the requirement to
secure the obligations under the Credit Agreement equally and
ratably with liens on assets comprising Principal Domestic
Manufacturing Property if such assets are to be subject to a lien
securing any other obligations in either of these circumstances:

   * None of GM's other loan agreements or other credit documents
     provides a similar requirement, or

   * GM pledges such assets in connection with a balance sheet
     restructuring negotiated between GM and its creditors.

The Amendment provided additional events of default under the
Credit Agreement for:

   * An event of default under the documents relating to any U.S.
     Government Funding or Additional Canadian Debt that continue
     for 20 business days, or

   * GM's failure under its existing term loan agreement to
     deliver consolidated annual financial statements accompanied
     by an opinion of its independent public accountants that
     does not include a "going concern" qualification if such
     failure is not waived by the lenders under such agreement or
     remedied during an initial 15-day grace period and GM does
     not remedy such failure within 30 days after the Lenders
     have given notice of such failure.

The requirement in the Credit Agreement to deliver consolidated
annual financial statements without a "going concern" paragraph in
the accompanying opinion has been modified by the Amendment to
exclude the opinion to be provided with the consolidated annual
financial statements for the fiscal year ended December 31, 2008.
The Amendment also added a covenant providing that GM may pay cash
dividends to its stockholders only if such payment is permitted or
consented to under the documents relating to any U.S. Government
Funding.

Finally, under the Amendment the parties agreed to a minimum LIBOR
rate and an increase in the interest and default rates, all
consistent with the terms of the Treasury Loan, and GM agreed to
pay certain fees to the administrative agent and to the Lenders
that consented to the Amendment.

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

               http://researcharchives.com/t/s?3a05

                     About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

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
$170.3 billion, resulting in a stockholders' deficit of
$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: Bondholders Will Meet With Task Force on Thursday
-----------------------------------------------------------------
General Motors Corp. bondholders' advisers will meet with the auto
task force on Thursday to discuss whether the federal government
would guarantee new bonds that GM would issue as part of its
restructuring, John D. Stoll at The Wall Street Journal reports,
citing a person familiar with the matter.  WSJ states that the
bondholders requested a meeting last week.

The source said that the bondholders will try to work out a
"constructive solution" for an out-of-court reorganization of GM,
WSJ relates.  The bondholders will lay out several potential
avenues for GM's attempt to reduce two-thirds of $27 billion in
unsecured debt that it currently holds, WSJ says, citing the
source.

WSJ states that the task force will be meeting with the National
Auto Dealers Association on Friday.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

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
$170.3 billion, resulting in a stockholders' deficit of
$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: U.S. Vehicle Deliveries Dropped 52.9% in February
-----------------------------------------------------------------
General Motors dealers in the United States delivered 127,296
vehicles in February, down 52.9% compared with a year ago, driven
by a 75% reduction in fleet sales.  However, GM's car sales
compared with January were up nearly 23%, and crossover sales
increased 6%, as financing availability continued to improve and
slightly more fleet orders were able to be filled.  Retail sales
for the month were off 43% compared with a year ago in a total
industry vehicle market estimated to be the weakest February since
1967.

"It remains a tough and challenging market, but seeing some
upticks in volume and showroom traffic compared with last month is
encouraging.  Our new products continue to take hold in the market
and we are estimating retail share increases with Malibu,
Traverse, Enclave, HHR, Cobalt and G6.  This is in line with our
viability plan which is focused on passenger cars and crossovers
in addition to our strong truck lineup," said Mark LaNeve, vice
president, GM North America Vehicle Sales, Service and Marketing.
"With the 2010 Camaro launching this month, closely followed by
the Buick LaCrosse, Chevy Equinox and GMC Terrain, we are adding
even more world-class, fuel-efficient cars and crossovers to our
lineup."

GM February total car sales of 53,813 were off 50% and total truck
sales (including crossovers) of 73,483 were down 55% compared with
a year ago.

The newly-launched Chevrolet Traverse crossover continues to gain
traction in the marketplace with total sales of more than 6,400
vehicles, up 23% from January.  Chevrolet's crossover portfolio of
HHR, Equinox, and Traverse combined for 11,796 retail sales in
February, a 7% increase compared with last year.  Malibu retail
sales were up 33% compared with a year ago.

"All of our new product launches in the 2009-2014 timeframe are
cars or crossovers, and with outstanding products like Malibu and
Traverse already in the market, we're building on a strong
foundation," Mr. LaNeve said.  "We saw customers respond to our 0%
reduced rate APR and bonus cash offers last month, so we're doing
what we can to keep sales rolling by extending most of those
offers into March," he added.

A total of 1,087 GM hybrid vehicles were delivered in the month,
illustrating the wide range of hybrid product offerings available.
GM offers the Chevrolet Malibu, Tahoe and Silverado, GMC Yukon and
Sierra, Cadillac Escalade, Saturn Aura and Vue hybrids.  So far,
in 2009, GM has delivered 2,010 hybrid vehicles.

GM inventories dropped compared with a year ago.  At the end of
February, only about 781,000 vehicles were in stock, down about
160,000 vehicles (or 17%) compared with last year.  There were
about 337,000 cars and 444,000 trucks (including crossovers) in
inventory at the end of February.  Inventories were reduced about
20,000 vehicles compared with January.

Certified Used Vehicles

GM certified total sales for February 2009 were down, impacted by
the uncertain economic environment.  GM Certified Used Vehicles,
Saturn Certified Pre-Owned Vehicles, Cadillac Certified Pre-Owned
Vehicles, Saab Certified Pre-Owned Vehicles, and HUMMER Certified
Pre-Owned Vehicles, combined sold 33,014 vehicles.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted February sales of 28,204 vehicles, down 25% from
February 2008.  However, several brands saw an increase in sales
from February 2008.  Saturn Certified Pre-Owned Vehicles sold 828
vehicles, up 17%.  Cadillac Certified Pre-Owned Vehicles sold
3,303 vehicles, up 1%.  Saab Certified Pre-Owned Vehicles sold 476
vehicles, up 4%, and HUMMER Certified Pre-Owned Vehicles sold 203
vehicles, up 31%.

"Despite slow sales in February, the Certified Pre-Owned Program
continues to be a bright spot for GM, our dealers and the
automotive industry as a whole," said Mr. LaNeve.  "In particular,
we are proud of the strong performance of our luxury CPO brands
that continue to show good growth year-over-year.  We are
providing a tremendous value for customers and dealers in very
challenging times for the industry and economy."

GM North America Reports February 2009 Production; Q1 2009
Production Forecast remains at 380,000 Vehicles; Initial Q2 2009
Production Forecast at 550,000 Vehicles

In February, GM North America produced 135,000 vehicles (37,000
cars and 98,000 trucks).  This is down 215,000 vehicles or 61%
compared with February 2008 when the region produced 350,000
vehicles (129,000 cars and 221,000 trucks).  (Production totals
include joint venture production of 7,000 vehicles in February
2009 and 22,000 vehicles in February 2008.)

The region's 2009 first-quarter production forecast remains
unchanged from last month's projection of 380,000 vehicles
(118,000 cars and 262,000 trucks), which is down about 57%
compared with a year ago.  GM North America built 885,000 vehicles
(360,000 cars and 525,000 trucks) in the first-quarter of 2008.

The region's 2009 second-quarter production forecast is initially
set at 550,000 vehicles (195,000 cars and 355,000 trucks), which
is down about 34% compared with a year ago.  GM North America
built 834,000 vehicles (382,000 cars and 452,000 trucks) in the
second-quarter of 2008.

General Motors Corp. (NYSE: GM), one of the world's largest
automakers, was founded in 1908, and today manufactures cars and
trucks in 34 countries.  With its global headquarters in Detroit,
GM employs 244,500 people in every major region of the world, and
sells and services vehicles in some 140 countries.  In 2008, GM
sold 8.35 million cars and trucks globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
Hummer, Opel, Pontiac, Saab, Saturn, Vauxhall, and Wuling.  GM's
largest national market is the United States, followed by China,
Brazil, the United Kingdom, Canada, Russia and Germany.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

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
$170.3 billion, resulting in a stockholders' deficit of
$59.9 billion.

                        *     *     *

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

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

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

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


GENERAL MOTORS: To Advance $450MM to Delphi, to Buy Steering Biz
----------------------------------------------------------------
Delphi Corp. disclosed several agreements reached between Delphi
and General Motors Corporation in order to supplement Delphi's
liquidity position and to substantially complete Delphi's
portfolio transformation through the sale of Delphi's global
Steering business.  The sale of the Steering business is a
strategic component of Delphi's transformation strategy, which was
announced in March 2006.  Pursuant to two amendments to GM's
liquidity advance agreement with Delphi, GM has agreed to increase
from $300 million to $450 million the amount it is committed to
advance to Delphi.  The amendments are subject to several
conditions, including U.S. Bankruptcy Court approval and review
prior to March 24, 2009 by the President's Designee in accordance
with the provisions of GM's federal loans.

Delphi and GM have entered into an agreement under which GM will
exercise its option to purchase Delphi's Steering business as
contemplated under the Amended Master Restructuring Agreement
between Delphi and GM dated Sept. 12, 2008.  Delphi had earlier
entered into a Purchase and Sale Agreement with an affiliate of
Platinum Equity, LLC, which the parties have mutually terminated.

GM has confirmed that it will exercise its option under the
GM/Delphi Master Restructuring Agreement to acquire the Delphi
global steering business.  The option covers Delphi global
Steering business including employees, facilities, products,
technical capability and intellectual property.  The business will
still be operated as a stand-alone business and, at least in the
near term, will be held in a wholly owned subsidiary of GM.  A
diverse customer base and the ability to self-fund the operations
will be essential to the business' long-term future.  To achieve
these goals, new business opportunities and technologies will
continue to be aggressively pursued.

GM and Delphi are committed to work together to provide non-GM
customers of the Steering business with the continued supply of
high quality products and services following the sale.
Additionally, Delphi is committed to provide general transition
services to GM through mid-2011 and information technology
transition services through December 2012.  Delphi and GM have
agreed to use their reasonable best efforts to close the Steering
transaction on or before April 30, 2009, as well as to achieve
certain other milestones, which are also subject to various
conditions including U.S. Bankruptcy Court approval.

Delphi believes that GM's commitment of additional liquidity
coupled with the support it has received from its lenders under
its debtor-in-possession (DIP) financing facility should allow
Delphi to manage its liquidity into May 2009 as it continues
emergence discussions with its stakeholders on proposed
modifications to Delphi's First Amended Plan of Reorganization
confirmed in January 2008.  GM and Delphi are working together to
negotiate an arrangement under which Delphi would transfer to GM
certain of Delphi's U.S. manufacturing sites dedicated principally
to supply product to GM in exchange for a payment which Delphi
expects to facilitate the company's emergence from Chapter 11.
These manufacturing sites represent less than 3 percent of
Delphi's global manufacturing operations.  As part of these
negotiations, Delphi and GM are seeking to finalize modifications
to their previous agreements as part of the April 2, 2009,
milestone for Delphi's filing of reorganization plan modifications
as contemplated by the recent Accommodation Agreement Amendment
Supplement.

"As stated in GM's Feb. 17 filing with the U.S. Dept. of the
Treasury, Delphi represents an important source of supply for GM.
This financial commitment by GM represents an important and
necessary step for Delphi to be able to access additional
liquidity to manage its U.S. operations while providing the
company with the liquidity runway to complete discussions with
stakeholders and obtain court approval of reorganization plan
modifications," said John Sheehan, Delphi vice president and chief
financial officer.

In addition to the agreements reached with GM, Delphi's agreements
with participating DIP Lenders approved by the Bankruptcy Court on
Feb. 24, 2009 to amend and supplement the Accommodation Agreement
relating to the DIP credit facility will also allow Delphi to
access the restricted amounts of cash collateral of up to
$117 million, provided: (i) Delphi remains in compliance with all
mandatory prepayment provisions and other covenants in the
accommodation agreement and the DIP borrowing base supports the
Company's use of some or all of the cash collateral, (ii) Delphi
has achieved the remaining specified milestones in its
reorganization cases, including the filing of a plan of
reorganization or modifications to Delphi's existing plan of
reorganization meeting the conditions specified in the
Accommodation Agreement by April 2, and (iii) GM has obtained all
required approvals to increase the available amounts under the GM
Advance Agreement to $450 million by March 24, 2009.  GM's
agreement to increase the amounts available under the GM Advance
Agreement and to seek any required governmental approvals is a
significant step in satisfying these conditions.

Delphi will submit its Annual Report on Form 10-K to the
Securities and Exchange Commission (SEC), which will include
additional information concerning Delphi's current liquidity
outlook, the terms, covenants and conditions of its DIP financing
facility and its accommodation agreement, as recently amended and
supplemented, and its 2008 results. Additional information
regarding Delphi's DIP financing facility and the Accommodation
Agreement (as amended and supplemented) can also be found on
www.delphidocket.com and Delphi's previous filings on Form 8-K
with the SEC.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

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
$170.3 billion, resulting in a stockholders' deficit of
$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: Needs Govt. Aid Worldwide to Survive Market Slump
-----------------------------------------------------------------
General Motors Corp., needs government help worldwide to get
through the worst automotive market since the end of World War
II, Vice Chairman Robert Lutz said, Jeff Green and Rishaad Salamat
of Bloomberg report.

The automotive slump is forcing GM to undergo changes it has
needed to make for years, such as reviewing the future of its
Hummer, Saab and Saturn brands, Mr. Lutz said in a Bloomberg
television interview.

"We will go through a rough spot as will every other automobile
company," said Mr. Lutz.  "We will get through and come out the
other end stronger and more competitive than ever before."

According to Bloomberg, General Motors plans to tell Germany and
other European governments it needs EUR3.3 billion ($4.2 billion)
in aid within weeks or it may run out of cash to operate the Adam
Opel GmbH unit.

GM, as part of the restructuring plan it submitted to the U.S.
government, will cut costs at its European operations by about
$1.2 billion, causing panic among employees at Opel and Swedish GM
unit Saab and local politicians who are now scrambling to find
ways to prevent factory closures and major job losses at GM
Europe, Wall Street Journal previously reported.  WSJ says that GM
has indicated that it may sell a stake in Opel.

Another WSJ report said that the South Korean government turned
down GM Daewoo Auto & Technology Co.'s plea for financial
assistance.  GM Daewoo's president and CEO Michael Grimaldi met
South Korea's Knowledge Economy Minister Lee Youn-ho to ask for
financial aid, however, the plea was deined.

In its viability plan submitted to the U.S. Treasury on February
17, GM said that it will need an additional $16.6 billion in
financial assistance from the U.S. government.  The Treasury and
the automotive task force formed in the U.S. have not yet released
their decision on the proposal.  To recall, on Dec. 31, 2008, the
U.S. Treasury completed a transaction with General Motors, under
which the Treasury will provide GM with up to a total of $13.4
billion in a three- year loan from the Troubled Assets Relief
Program, secured by various collateral.

General Motors has reported a $30.9 billion loss for 2008.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

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
$170.3 billion, resulting in a stockholders' deficit of
$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: Has Deal on Prior Ch. 11 Case; U.S. Trustee Objects
----------------------------------------------------------------
On January 13, 2009, about three months after their predecessor
Goody's Family Clothing emerged from bankruptcy, Goody's, LLC and
its affiliated debtors filed voluntary petitions for Chapter 11
protection before the U.S. Bankruptcy Court for the District of
Delaware.

On January 14, 2009, an ad hoc committee of trade creditors --
consisting of 11 trade vendors -- filed a motion seeking an
expedited hearing on their motion to dismiss the Goody's II cases.
In the motion, the AHC claimed that the liquidation of the
Debtors' assets should occur "outside of bankruptcy or under the
jurisdiction of this Court in Goody's I.  Thereafter, the proceeds
of such disposition should appropriately be administered in
furtherance of substantial consummation of the Goody's I plan
including, inter alia, replenishment of the woefully deficient
administrative claim reserves and otherwise to satisfy the
remaining obligations of the Reorganized Debtors under the Goody's
I plan."

The Goody's I Plan of Reorganization -- which provided for the
mechanism for paying allowed claims against Goody's Family -- was
confirmed by the Court on October 7, 2008, and declared effective
13 days later.  The Goody's I Plan provided for (i) a reserve of
approximately $2 million for allowed administrative claims and
provided that such claims would be paid in full or as agreed to by
the claimant as the claims were allowed, (ii) general unsecured
creditors (Class 8 of the Goody's I Plan) receiving (i) $2 million
to fund a limited liability company's prosecution of certain
avoidance actions and other claims on their behalf and (ii) a $15
million note.  The Goody's I Plan provided for the continuation of
the debtors' business under new corporate entities, Goody's LLC
and its affiliates.

Goody's LLC is now in bankruptcy with the intent of paying off
claims from the proceeds of its liquidation.  According to the
U.S. Trustee, Goody's II debt structure, in order of priority, is
as follows:

   * Revolver (approximately $550K plus $15MM in outstanding
     letters of credit) - GECC - paid, LOCs cash collateralized.

   * Term loan (approximately $11 million) - GB Merchant Partners
     - paid

   * Tranche C - at least $20 million - Prentice (PGDYS Lending)

   * $15 million note for benefit of Goody's I Class 8 (general
     unsecured) creditors

   * Tranche D - at least $15 million - Prentice (PGDYS Lending)

In addition to the foregoing obligations, the Goody's II estates
also are subject to claims for administrative claims arising in
the Goody's II cases, unpaid administrative obligations from
Goody's I in the range of $10 million, and general unsecured
claims arising after the Effective Date.

            Terms of Settlement with Trade Creditors

On January 21, 2009, the AHC announced that, subject to
documentation, it had reached agreement with the Goody's II
debtors, the Plan Administrator for Goody's I, Prentice Capital
Management, LP, PGDYS LLC and PGDYS Lending LLC and the Official
Committee of Unsecured Creditors in Goody's II.  Goody's II has
filed a motion seeking approval of the Settlement.

According to the U.S. Trustee, the key terms of the Settlement
are:

   a. Increase the Administrative Reserve Under Goody's I Plan:
      The Prentice Entities have agreed to allow the Goody's II
      Debtors to use their cash collateral to provide an
      Additional $5 million to the Plan Administrator to satisfy
      accrued and unpaid administrative obligations under the
      Goody's I Plan. In addition, the Goody's II Debtors and the
      Prentice Entities have agreed to transfer certain Litigation
      Rights and Permitted Preference Actions (as defined in the
      Goody's I Plan) to the Plan Administrator, the proceeds of
      which will also be available to satisfy accrued and unpaid
      administrative obligations under the Goody's I Plan.  The
      cash portion of the Administrative Reserve Increase would be
      paid in full before the Prentice Entities receive payment in
      full on account of their Tranche C obligations.

   b. Satisfy Obligation to Allowed Class 8 Claims Under Goody's I
      Plan: The Goody's I Plan provided that a $15 million
      instrument payable to Allowed Class 8 Claims (general
      unsecured creditors) of the Goody's I case was entitled to
      receive payment senior in priority to any payment made to
      the secured Tranche D obligations to the PGDYS Lending,
      except in the event of a subsequent liquidation or sale of
      substantially all of the company's assets under Section 363
      of the Bankruptcy Code.  In this alternative liquidation
      scenario, the Goody's I Plan requires that 1/3rd of proceeds
      available after satisfaction of the Tranche C obligations be
      paid to the Plan Administrator on account of the Allowed
      Class 8 Claims under the Goody's I Plan and 2/3rds of the
      proceeds be paid to PGDYS Lending on account of the Tranche
      D obligations, until such time as the Tranche D obligations
      have been paid in full.  The Settlement follows the dictates
      of the Goody's I Plan, as required by the Confirmation
      Order, and provides that after satisfaction in full of the
      Tranche C obligations, 1/3rd of the remaining proceeds
      available from the liquidation will be paid to the Plan
      Administrator in further satisfaction of Allowed Class 8
      Claims and 2/3rd of the proceeds will be paid to PGDYS
      Lending on account of their Tranche D obligations.

   c. Avoidance Actions in the Goody's II Case Will be Transferred
      to the Goody's II Committee: During the tumultuous period
      between the two bankruptcy cases, the Reorganized Debtors
      quickly became unable to pay their unsecured debts as they
      matured.  In light of the capital structure of the Goody's
      II Debtors, a meaningful distribution to general unsecured
      creditors is unlikely. The Parties have recognized that fact
      and agreed to transfer sole and exclusive authority to
      pursue (or not pursue) any and all causes of action pursuant
      to chapter 5 of the Bankruptcy Code to the Goody's II
      Committee, to ensure that unsecured creditors who were not
      paid for goods and services provided to the Reorganized
      Debtors - despite believing they were transacting with a
      company that had just emerged from bankruptcy - would not
      add insult to injury by being sued for a preference in order
      to fund administrative claims in the Goody's II cases.

   d. Payment of Goody's II Administrative Claims: The Prentice
      Entities shall permit the Goody's II estates to use the
      Prentice Entities' cash collateral to pay in full the
      Allowed administrative expense claims in the Goody's II case
      in accordance with, and subject to, the wind-down budget
      attached to the Settlement as "Annex 1."

   e. Provision of Funds to Enable Plan Administrator and Post
      Effective Date Committee in Goody's I to Perform Goody's I
      Plan Obligations: The Plan Administrator will be provided up
      to $250,000, inclusive of the $100,000 advance provided to
      the Plan Administrator on January 9, 2009, from the cash
      collateral of Goody's II, along with the right to use 1/3rd
      of the net proceeds from the Litigation Rights and Permitted
      Preference Actions, in furtherance of performing its
      fiduciary obligations under the Goody's I Plan.  Further,
      the Post Effective Date Committee will be provided up to
      $15,000 to perform its oversight functions under the Goody's
      I Plan.

   f. Allowance of Prentice Claims in Goody's II Cases: All
      obligations under the Tranche C exit facility ($20 million)
      and Tranche D exit facility ($15 million) shall deemed to be
      allowed secured claims, plus all accrued interest, fees,
      costs, expenses, and all other Obligations as defined in the
      credit documents for all purposes in these Cases; provided,
      however, that all parties' rights have been reserved with
      respect to the determination, allowance, or payment of any
      early termination fee under the Tranche C and Tranche D exit
      facilities. Allowance of such claims enables the Parties to
      effectuate the above-summarized distribution of proceeds in
      a more equitable manner than would have otherwise occurred
      absent litigation or agreement between the Parties.

   g. Prentice's Waiver of Rights in Goody's II Chapter 5 Actions:
      The Prentice Entities agree to waive any right or claim to
      receive any proceeds from Avoidance Actions arising from the
      filing of the Goody's II bankruptcy cases.

   h. Establish Supplemental Administrative Claim Bar Date in
      Goody's I Cases: To ensure that the Administrative Reserve
      Increase will be equitably distributed amongst all creditors
      in the Goody's I cases who hold an accrued and unpaid
      administrative claim, the Plan Administrator will be
      permitted to set a new administrative claim bar date of
      ________________, 2009, applicable to those entities with
      claims for (i) goods and/or services provided after the
      Petition Date (as defined in the Plan) but before the
      Effective Date (as defined in the Plan) for which the entity
      supplying such goods and/or services has not received
      payment and (ii) unpaid cure costs associated with any and
      all contracts assumed and assigned under the Plan.

   i. Releases of the Prentice Entities and the Plan
      Administrator: The Settlement provides for the waiver and
      release of any and all claims against the Plan Administrator
      and the Prentice Entities, arising out of, in connection
      with, or related to the conduct of the business of the
      Goody's I Debtors, the Goody's I cases, Reorganized Debtors
      or the Goody's I Plan.  To the extent permissible by law,
      such releases would be applicable to the Goody's I Debtors,
      Goody's II Debtors, Ad Hoc Committee, Committee and all
      parties in interest receiving notice of the Settlement and
      an opportunity to object.

   j. Reimbursement of Fees and Expenses of Ad Hoc Committee: The
      Goody's II Debtors and Prentice Entities have agreed to
      support the allowance of an administrative claim pursuant to
      Section 503(b) of the Bankruptcy Code for counsel and local
      counsel to the Ad Hoc Committee in an amount equal to the
      actual, reasonable fees and expenses incurred in connection
      with (i) their participation in pre-petition efforts to
      organize vendors of Goody's I and Goody's II in an effort to
      reach a consensual out-of-court solution, (ii) their
      participation in the pre-petition sale process, including
      the auction of substantially all of the Debtors' assets and
      (iii) filing, litigating, prosecuting, negotiating and
      settling the Motion to Dismiss.

                     U.S. Trustee's Objection

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asserts that the Settlement should be denied for four reasons.

   (1) 11 U.S.C. Sec. 1127 prohibits modification of a confirmed
plan after the plan has been "substantially consummated." The
Motion seeks to modify the confirmed, substantially-consummated
joint plan of reorganization in Goody's I.  The U.S. Trustee
asserts, among other things, the $5 million "plus" increase in the
administrative claims reserve for the exclusive benefit of
administrative claimants in Goody's I constitutes a material
modification of the Plan.  At the time of confirmation, the
$5 million "plus" increase in the administrative claims reserve
would have reduced the Debtors' available cash and/or required
additional financing to subsidize the Debtors' continuing
operations.  The Plan, the U.S. Trustee asserts, cannot be
modified because it has been consummated.

   (2) Through the Motion, the Debtors seek approval of a sub rosa
plan of liquidation.  According to the U.S. Trustee, there are two
key elements of the Settlement that would not pass muster under 11
U.S.C. Section 1129:

    (i) certain claims of general unsecured creditors in Goody's
        II are unfairly discriminated against in favor of other
        general unsecured claims - specifically, those general
        unsecured creditors whose claims are based upon unpaid
        administrative obligations in Goody's I, and

   (ii) the "carve-out" issued by Prentice in favor of unpaid
        administrative claimants in Goody's I is a class-skipping
        gift prohibited under the Third Circuit's decision in
        Armstrong.

The U.S. Trustee asserts that the Settlement unfairly
discriminates by providing favorable treatment for certain general
unsecured creditors in Goody's II -- namely, unpaid Goody's I
administrative claims -- by providing such creditors with an
additional $5 million "plus" of security.  All other unsecured
claims, including claims which arose after the Effective Date
of the Goody's I plan, are not getting similar consideration under
the Settlement.

   (3) The Settlement is not in the best interests of the Debtors'
estates and should be denied.  Citing the criteria set in In Myers
v. Martin (In re Martin), 91 F.3d 389, 393 (3d Cir. 1996), the
U.S. Trustee asserts that the Court is obligated to reject
settlements which favor one creditor constituency at the expense
of another creditor group.

   (4) The settlement parties seek approval of nonconsensual,
third-party releases which do not comport with applicable law.
The U.S. Trustee notes that the law does not permit for non-
consensual, third-party releases absent (a) consent or (b)
specific findings that the releases are (i) fair, (ii) supported
by consideration and (iii) that the failure to grant the releases
will unravel a complex reorganization (e.g., one with mass tort
issues).

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No. 09-
10124).  Young, Conaway, Stargatt & Taylor, LLP, and Bass Berry &
Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family 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
Company emerged from bankruptcy Oct. 20, 2008, after closing more
than 70 stores.  The reorganized entity was named Goody's LLC.


GOODY'S LLC: Begins Rejection of Non-Sellable Store Leases
----------------------------------------------------------
Goody's LLC intends to reject certain leases relating to its
closed store locations after it failed to find buyers for rights
to those leases.

Goody's has filed wit the U.S. Bankruptcy Court for the District
of Delaware four motions seeking authority to reject leases to its
closed stores.  The first motion identified leases to stores in
Tennessee, Georgia, South Carolina, Florida, Ohio, North Carolina,
Alabama, Kentucky and Virginia.  A list of these initial group of
leases is available at:

     http://bankrupt.com/misc/Goody's_1st_Reject_Leases.pdf

The Debtors want to rejection of the Leases effective February 28.
The hearings on the proposed rejection is on March 30.  Objections
are due March 17.

Goody's and its affiliates are currently a party to approximately
282 nonresidential real property leases for their retail store
locations.  Goody's has closed 74 underperforming stores as part
of its previous bankruptcy case.  Hilco Merchant Resources, LLC
and Gordon Brothers Retail Partners, LLC as the liquidators, have
concluded store liquidation sales at the closed locations .

The Debtors employed DJM Asset Management, LLC, as a special real
estate consultant to assist and advise in the disposition of its
Leases.  DJM distributed thousands of brochures to retailers,
brokers, and attorneys, as well as posted a marketing brochure on
the DJM Web site.  DJM also conducted multiple calls with
landlords informing them of the process for marketing the Leases
and informing them of their ability to submit an offer to
terminate their Lease(s).  To date, the Debtors' efforts to sell
the Leases have been unsuccessful.

According to Jaime N. Luton, Esq., at Young Conaway Stargatt &
Taylor, LLP, the rejection of the Leases will eliminate the
Debtors' obligation to perform under them and the accrual of any
further obligations thereunder, such as administrative rent.

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No. 09-
10124).  Young, Conaway, Stargatt & Taylor, LLP, and Bass Berry &
Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family 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
Company emerged from bankruptcy Oct. 20, 2008, after closing more
than 70 stores.  The reorganized entity was named Goody's LLC.


GOTTSCHALKS INC: Court Extends Auction of All Assets to March 30
----------------------------------------------------------------
Gottschalks Inc. received approval from the United States
Bankruptcy Court for the District of Delaware to extend its
auction date until March 30, 2009, to allow for further
negotiations related to potential going concern offers. The
Company remains in active discussions with multiple potential
buyers and continues normal business operations in its stores.

Additionally, the court approved the Employee Retention Plan and
the Executive Incentive Plan, finding that they were appropriate
in assisting the Company to achieve its goals.

Jim Famalette, Chairman and Chief Executive Officer of
Gottschalks, said, "We are pleased the court has extended the
auction date, and we continue to negotiate in good faith with
potential buyers to keep Gottschalks as a going concern."

As reported by the Troubled Company Reporter on February 18, 2009,
Gottschalks initially proposed to conduct an auction for the sale
of substantially of its assets on March 17, 2009.  The Debtor
proposed March 12, 2009, as deadline for interested buyers to
submit their offers.  The Debtor intends to hold the auction at
the offices of Richards, Layton & Finger, P.A., at One Rodney
Square, 920 North King Street in Wilmington, Delaware.  The Debtor
also proposed a hearing to take place on March 19, 2009, at 2:00
p.m., to consider approval of the sale.  The Debtor also expected
to close the sale by March 27, 2009.

Bloomberg's Bill Rochelle noted that the financing for the
Debtor's reorganization requires selling the assets within 65 days
of the Chapter 11 filing.

A full-text copy of the Debtor's sale bidding procedures is
available for free at http://ResearchArchives.com/t/s?398e

A full-text copy of the Debtor's executory contracts is available
for free at http://ResearchArchives.com/t/s?398f

A full-text copy of the Debtor's sale guidelines is available for
free at http://ResearchArchives.com/t/s?3990

                      About Gottschalks Inc.

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

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


GREATER ATLANTIC: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Reston, Virginia-based
Greater Atlantic Bank.  Weiss says 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."

Greater Atlantic Bank is chartered as a savings association and is
primarily regulated by the Office of Thrift Supervision.  Deposits
have been insured by the Federal Deposit Insurance Corporation
since May 27, 1988.  Greater Atlantic Bank maintains a Web site at
http://www.gab.com/and has five offices, three in Virginia and
one in Maryland.

At Dec. 31, 2008, Greater Atlantic Bank reported $215 million in
assets and $212 million in liabilities in its regulatory filings.


HALLWOOD ENERGY: Hallwood Group Not Included in Bankruptcy
----------------------------------------------------------
The Hallwood Group Incorporated said that it is not included in
Hallwood Energy's bankruptcy.

As reported by the Troubled Company Reporter on March 3, 2009, The
Hallwood Group reported that on March 1, 2009, Hallwood Energy,
L.P. and certain of its affiliates, in which The Hallwood Group,
is an investor, filed petitions for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Texas.

Hallwood Group clarified its announcement, saying that the
bankruptcy filing was only by Hallwood Energy, the general partner
of Hallwood Energy, and Hallwood Energy's subsidiaries.   Hallwood
Group is only an investor in and creditor of Hallwood Energy.  The
bankruptcy filing does not include any other of Hallwood Group's
assets.  Hallwood Group continues to own Brookwood Companies
Incorporated, which continues to operate in the normal course of
business

The Hallwood Group Incorporated (NYSE Alternext US: HWG) --
http://www.hallwood.com-- is a holding company that has a 100%
consolidated investment in its textile products subsidiary, and a
25% equity investment in its energy affiliate. The Company's
textile products subsidiary is an integrated textile company that
develops and produces innovative woven fabrics through specialized
finishing, treating and coating processes.

The Company's energy affiliate is Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- which is currently involved in
exploration and operation of oil and gas properties in three
identifiable areas: Central Eastern Arkansas, South Louisiana and
West Texas.

Dallas, Texas-based Hallwood Energy and its affiliates filed for
Chapter 11 bankruptcy protection on March 1, 2009 (Bankr. N.D.
Texas Case No. 09-31253).  Scott Mark DeWolf, Esq., at Rochelle
McCullough L.L.P., assists the Debtors in their restructuring
efforts.  The Debtors' business consultant and CRO is Blackhill
Partners LLC.  The Debtors listed $50 million to $100 million in
assets and $100 million to $500 million in debts.


HEXCEL CORP: S&P Changes Outlook to Stable; Affirms 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
aerospace supplier Hexcel Corp. to stable from positive.  At the
same time, S&P affirmed its ratings, including the 'BB' long-term
corporate credit rating, on the company.  About $400 million of
debt is outstanding.

"The outlook revision reflects deteriorating prospects for
commercial aerospace, Hexcel's largest market, caused by a
weakening global economy, declining air traffic, capacity cuts by
airlines, and reduced availability of previously ample aircraft
financing," said Standard & Poor's credit analyst Roman Szuper.
"Although S&P expects the company's credit protection measures to
remain relatively strong for the rating, S&P consider an upgrade
unlikely in the current environment."

The ratings on Hexcel reflect its participation in the competitive
and cyclical commercial aerospace industry, now in an early
downturn, and its need to make significant investment in
additional carbon fiber capacity to support increased demand from
newer, wide-body planes.  Those factors are partly offset by the
company's position as a leading global manufacturer of advanced
composite materials and a financial profile that is somewhat
better than average for the rating.

Stamford, Connecticut-based Hexcel is a leader in the composites
industry, producing lightweight, high-performance carbon fibers,
industrial fabrics, specialty reinforcements, carbon prepregs,
structural adhesives, honeycomb, and composite structures for the
commercial aerospace, defense and space, and industrial sectors.
The company concentrates on serving growing markets in which it
has a competitive advantage.

Consolidated operating margins have decreased slightly to about
14% in 2008, in part due to incremental start-up costs at new
facilities as well as higher commodity costs.  The return on
permanent capital is respectable, at 18%.  S&P expects incremental
improvements in profitability in 2009, aided by cost reduction
efforts and favorable product mix.

Although Hexcel incurred additional debt in 2008 to finance higher
capital expenditures, earnings have continued to improve, with
debt to EBITDA increasing only moderately to 2.4x, still a
relatively low level for the rating.  The company's book equity
has also improved considerably because of the conversion of the
preferred stock to common and a reversal of a $118 million
deferred tax valuation allowance.  As a consequence, debt to
capital is now much lower, at about 48%.  S&P expects key credit
protection measures, such as funds from operations to debt and
EBITDA interest coverage, to be somewhat better than average for
the rating, at about 30% and 6x-7x, respectively.

S&P expects relatively steady results in 2009 and reduced capital
expenditures to allow Hexcel to maintain a financial profile
appropriate for the rating.  S&P could revise the outlook to
negative if the downturn in commercial aerospace is more severe
than expected, resulting in weaker credit protection, with FFO to
adjusted debt declining to below 25% or adjusted debt to EBITDA
rising above 3x.  S&P is unlikely to revise the outlook to
positive in the current commercial aerospace environment.


HSBC HOLDINGS: Seen to Support Finance Unit's Closing, Says Fitch
-----------------------------------------------------------------
In light of HSBC Holdings plc's announcement that HSBC Finance
Corporation will no longer originate consumer loans through its
branch network; with the exception of credit cards, Fitch Ratings
expects HSBC to continue to support HFC as it liquidates its
current portfolio, including additional capital contributions
and/or maturing debt payments.  HSBC expected support is reflected
in Fitch's Support Rating of '1' on HFC.

As part of the announcement, HSBC plans to close the majority of
the HFC branch network.  According to HSBC management, HFC will
manage its current loan portfolio through runoff, with HSBC
providing the necessary support to HFC to meet its commitments.
Fitch rates approximately $111 billion of HFC debt.

Fitch rates (HSBC's long-term IDR 'AA' with a Negative Outlook,
while HFC is rated 'AA-/F1+', also with Negative Outlook.

Fitch recognizes HSBC's decision to close the HFC network given
the current economic environment and future profitability
prospects.

Fitch revised the Rating Outlook on the IDRs of HFC, its ultimate
parent HSBC ('AA') and those of many other HSBC group companies
were revised to Negative from Stable on Jan. 15, 2009, primarily
reflecting concerns that growing revenue and asset quality
pressures outside the U.S., which are arising because of the sharp
global economic and market downturn, would weaken the group's
ability to generate capital to offset the continuing poor earnings
outlook for HSBC Finance.  In addition, HFCs Individual Rating was
downgraded to 'D' from 'C' at that time recognizing the
substantial asset quality deterioration and poor operating
performance.  The 'D' Individual rating denotes a bank, which has
weaknesses of internal and/or external origin. There are concerns
regarding its profitability and balance sheet integrity,
franchise, management, operating environment or prospects.

Fitch expects impairment charges to remain very high at HFC in
2009-2010 because of the economic and housing market stresses in
the US and may also be adversely affected by borrower behavioural
changes, now that much of the company's business is effectively in
run-off.  Asset quality is likely to deteriorate outside the U.S.
because of the slowing global economy.  Overall, Fitch expects
HSBC's profitability to be much weaker in 2009 than it was prior
to H208.

The substantial, fully underwritten rights issue announced by HSBC
(GBP12.5bn) helps to mitigate, but has not completely offset,
these concerns.  The new capital will allow HSBC to invest both
organically and via acquisition in selected markets (principally
Asia, Fitch believes).

HSBC's 'AA' IDR benefits from the strong funding and liquidity
profiles of its banking subsidiaries, which have been a
particularly important differentiator for the group during the
recent periods of extreme market stresses; the diversity of its
franchise both geographically and by business line; and its
banking subsidiaries' relatively conservative risk appetites.

HSBC is the holding company of one of the world's largest banking
groups.  Its main subsidiaries are HSBC Bank plc (UK), The
Hongkong and Shanghai Banking Corporation (Hong Kong), HSBC Bank
USA and HSBC Finance (mainly the US).


INDEPENDENCIA SA: Files for Chapter 15 to Shield US Bank Accounts
-----------------------------------------------------------------
Independencia S.A., a beef exporter based in Brazil, filed for
Chapter 15 bankruptcy protection before the U.S. Bankruptcy Court
for the Southern District of New York.  Bankruptcy Law360 says the
filing was made to shield the Company's U.S. bank accounts from
creditor actions as the company pursues reorganization at home.

The petition, Bankruptcy Law360 relates, says Independencia has
commenced restructuring "a crippling debt burden" under Brazilian
insolvency law.  The report says the Company is saddled with
$1.2 billion in debts.

Independencia SA in documents submitted together with its Chapter
15 petition cited falling beef exports, volatility in currencies
and debt of US$1.2 billion, Bloomberg News reports.

The company simultaneously commenced a restructuring process under
Brazilian insolvency law, according to Reuters.

"Independencia has witnessed as a result of the current economic
crisis a dramatic disruption in the international beef markets,"
Chief Financial Officer Tobias Bremer said in court papers
obtained by Bloomberg News.  Brazilian beef exports have dropped
about 34% by volume since Sept. 30, Mr. Bremer said as cited by
the news agency.

Reuters relates in its filing, the company said it had seen a fall
of about 41% in sales between October 2008 and January 2009 adding
non-payment in its export business had exceeded 20 percent of
overall sales in the fourth quarter of 2008.

Of the company's total debt, about US$575 million was in Brazil
and US$525 million was in the form of private debt issues in the
U.S. and elsewhere outside Brazil, Reuters says citing court
filings.

According to Reuters, Independencia said in the court filings
about 86 percent of its debt was in U.S. dollar denominated trade
lines and the recent fall of the Brazilian real against the U.S.
dollar led to a rise in debt.

The company's assets in the U.S. include funds in bank accounts
and money owed by customers, Bloomberg News says citing court
documents.  Most of the company's assets and employees are in
Brazil.

Independencia S.A. is based in Sao Palo, Brazil.  Independencia
S.A. filed for bankruptcy on February 27, 2009 (Bankr. S.D. N.Y.
Case No. 09-10903).  Paul R. DeFilippo, Esq., at Wollmuth Maher &
Deutsch LLP, in New York, serves as counsel to the Chapter 15
Debtor.  The Chapter 15 petition does not state the Company's
financial status as of the bankruptcy filing.  The petition was
signed by Tobias Bremer, the Company's chief financial officer.


INDEPENDENCIA SA: Voluntary Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Debtor: Independencia S.A.
                   Avenida Luiz A. Fayrdin
                   S/3 Cajamar
                   Sao Palo, Brazil

Chapter 15 Case No.: 09-10903

Type of Business: The Debtor is a beef exporter based in Sao
                  Paolo, Brazil.

                  See: http://www.independencia.com.br/

Chapter 15 Petition Date: February 27, 2009

Court: Southern District of New York (Manhattan)

Chapter 15 Debtor's Counsel: Paul R. DeFilippo, Esq.
                             pdefilippo@wmd-law.com
                             Wollmuth Maher & Deutsch LLP
                             500 Fifth Avenue, 12th Floor
                             New York, NY 10110
                             Tel: (212) 382-3300
                             Fax: (212) 382-0050

Estimated Assets: unstated

Estimated Debts: unstated

The petition was signed by Tobias Bremer, chief financial officer.


INDEPENDENCIA SA: Bankruptcy Filing Cues Moody's Junk Rating
------------------------------------------------------------
Moody's lowered the corporate family rating and guaranteed
foreign-currency debt ratings to Ca from B3 of Independłncia S.A.
and Independłncia International Ltd., which concludes the review,
started on February 27th, 2009.  Following this action Moody's
will withdraw the company's ratings because the company has filed
for court protection under the New Brazilian Bankruptcy and
Reorganization Law in Brazil and Chapter 15 of the U.S. Bankruptcy
Code in the United States.

Ratings lowered and to be withdrawn:

  -- Independłncia S.A.'s Corporate Family Rating to Ca from B3

  -- US$225 million 9.875% senior unsecured guaranteed notes due
     2017 to Ca from B3

  -- US$300 million 9.875% senior unsecured guaranteed notes due
     2015 to Ca from B3

The rating action follows the announcement that the company has
filed for bankruptcy (equivalent to Chapter 11 in the U.S.) in
Cajamar, Sao Paulo on Friday, February 27th, 2009.

"A combination of a significant deterioration of Brazilian beef
export volumes and prices since September 2008 to key foreign
markets and relatively stable cattle prices paid to farmers have
significantly pressured Independłncia's gross and operating
margins causing the company to report negative margins at current
prices," said Moody's VP Senior Analyst, Soummo Mukherjee.
"Furthermore, the more adverse credit environment since September
2008, also led many banks to not renew Independłncia's short-term
credit lines and the company experienced double-digit levels of
non-payments by some of its export clients, pressuring working
capital needs and aggravating its liquidity situation," adds
Mukherjee.

Moody's last rating action on Independłncia was on February 27th,
2009, when Moody 's downgraded Independłncia's ratings to B3, and
placed the ratings under review for further possible multi-notch
downgrade.

Headquartered in Cajamar, Sao Paulo, Brazil, Independłncia is
Brazil's fourth largest producer of fresh and frozen beef and the
second largest producer of wet blue leather with operations in
seven Brazilian states and Paraguay.  At the end of September
30th, 2008, Independłncia had twelve beef slaughtering and
deboning facilities, three tanneries, two dry and salted beef
units, five biodiesel production modules and four cold and dry
storage and distribution facilities.


INVISTA BV: S&P Downgrades Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and senior unsecured debt ratings on INVISTA B.V.
and its subsidiaries and removed them from CreditWatch where they
had been placed with negative implications on Aug. 18, 2008.  S&P
lowered the corporate credit rating to 'B+' from 'BB', and the
outlook is negative.

Standard & Poor's lowered the senior unsecured debt rating on the
company's notes to 'B' from 'BB'.  The recovery rating was revised
to '5' from '4', which indicates S&P's expectation for modest
recovery (10% to 30%) in a payment default.

At the same time, S&P withdrew its bank loan and related recovery
ratings on INVISTA and its subsidiaries after the rated bank debt
was repaid in full.

"The downgrades follow severe and rapid deterioration in operating
results in recent months and a new capital structure that, despite
$1.7 billion in equity infusions from unrated and privately held
parent Koch Industries Inc. and the reduction of INVISTA's book
debt by more than half, leaves the company with very high debt to
EBITDA," said Standard & Poor's credit analyst Cynthia Werneth.
Other risks associated with INVISTA's private ownership include
less transparency than public companies because of more limited
and less timely reporting requirements.  As of Feb. 6, 2009,
INVISTA had total debt of about $1.6 billion, after adjusting for
about $660 million of capitalized operating leases and tax-
effected unfunded postretirement and environmental liabilities.
This represents about 3x trailing 12-month EBITDA as of Sept. 30,
2008.  However, given the deterioration in the global economy and
demand for most chemical products since then, S&P believes this
ratio could exceed 5x before restructuring benefits that
management expects to total about $1 billion.  If the
restructuring is completed as planned and the targeted savings are
realized, total adjusted debt to EBITDA could be less than 3x in
2010.

The outlook is negative.  S&P could lower the ratings again in the
near term if, contrary to expectations, operating results worsen
and liquidity narrows meaningfully.  On the contrary, S&P could
revise the outlook to stable if global economic and chemical
industry conditions improve and INVISTA realizes restructuring
benefits, causing operating performance to strengthen and
liquidity to expand.  For us to revise the outlook to stable,
total adjusted debt to EBITDA would have to stabilize at about 5x,
with an expectation that free operating cash flow would be
positive.  If earnings and cash flow rebound more strongly and
credit measures exceed this threshold, and S&P had no concerns
regarding liquidity or refinancing risk, S&P would likely revise
the outlook to positive, with a view to a somewhat higher rating.

INVISTA is a leading global producer of nylon, polyester, and
spandex fibers and chemical intermediates used to produce them.
It holds large positions in downstream applications such as fibers
used in nylon carpeting and airbags and benefits from brands
including STAINMASTER and LYCRA.


ISTAR FINANCIAL: S&P Downgrades Counterparty Credit Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on New York-based iStar Financial Inc., including lowering
the counterparty credit rating to 'BB' from 'BBB-'.  The outlook
is negative.

"The two-notch downgrade reflects continued growth in the number
and value of troubled assets in its portfolio, coupled with the
likelihood that loan repayments will slow and recovery values for
its troubled assets will deteriorate," said Standard & Poor's
credit analyst Jeffrey Zaun.  "These negative factors are only
partially offset by the company's announcement that it is likely
to receive additional funding and covenant relief from a new
secured credit facility."

Stress testing indicates that the company's reserve is adequate
for the current level of problem assets, but S&P expects further
deterioration because S&P's outlook for commercial real estate has
become increasingly pessimistic as the recession deepens.


J.A. BRUNTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: J.A. Brunton, Inc.
        1 Ocean Wood Way
        Birch Harbor, ME 04613

Bankruptcy Case No.: 09-10208

Chapter 11 Petition Date: March 2, 2009

Court: District of Maine (Bangor)

Debtor's Counsel: George J. Marcus, Esq.
                  bankruptcy@mcm-law.com
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

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

The petition was signed by James A. Brunton, Jr., president.


JOURNAL REGISTER: Court Sets April 13 as Claims Bar Date
--------------------------------------------------------
The Hon. Allan L. Gropper of the United States Bankruptcy Court
for the Southern District of New York set April 13, 2009, as the
deadline for creditors of Journal Register Company and its
affiliated debtors to file their proofs of claim.

Judge Gropper also set Aug. 4, 2009, as deadline for all
governmental units to file their proofs of claim.

Proofs of claim may be delivered to:

   a) If Delivered by Mail:

      Journal Register Company
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station, P.O. Box 5082
      New York, NY 10150-5082

   b) If Delivered by Overnight or Hand Delivery:
      Journal Register Company
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

The Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP assist the company in its restructuring
effort.  The company's financial advisor is Lazard FrSres & Co..
Its restructuring advisor is Conway, Del Genio, Gries & Co., LLC.
Robert P. Conway is the company's chief restructuring officer.
The company listed $100 million to $500 million in assets and
$500 million to $1 billion in debts


KIRK PIGFORD: Asks Court to Dismiss its Chapter 11 Case
-------------------------------------------------------
Kirk Pigford Construction, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of North Carolina to dismiss its Chapter
11 case.

The Debtor tells the Court that it has been unable to formulate a
plan of reorganization, and desires to negotiate with its
creditors outside of the Chapter 11 proceeding.  The Debtor
believes the dismissal of its case is in the best interest of all
parties in interest.

As reported in the Troubled Company Reporter on Jan. 14, 2009,
Kirk Pigford asked the Court to extend its exclusive period to
file a Plan of Reorganization and Disclosure Statement to and
including Jan. 30, 2009.

Pursuant to the Court's Order of Oct. 23, 2008, the Debtor's Plan
of Reorganization and Disclosure Statement are due Jan. 16, 2009.

The Debtor told the Court that it requires additional time to
formulate and finalize a Plan.

                      About Kirk Pigford

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is engaged in the
construction of residential homes primarily in the New Hanover
County, North Carolina areas.  The Company filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. E.D. N.C. Case No. 08-07139).
George M. Oliver, Esq., and Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A. represent the Debtor as counsel.  In its
schedules, the Debtor listed total assets of $13,960,930 and total
debts of $14,930,779.


LENNAR CORP: Unit Enters Into Amended Aircraft Dry Lease Pact
-------------------------------------------------------------
On February 17, 2009, Lennar Aircraft I, LLC, of which Lennar
Corporation is the sole member, entered into an Amended and
Restated Aircraft Dry Lease Agreement, dated as of the 1st day of
December 2008, with US Home Corporation, a wholly-owned subsidiary
of the Company, and Stuart Miller, the Company's President and
Chief Executive Officer.

Pursuant to FAA regulations under which the aircraft operates, Mr.
Miller reimburses the Company for actual operating expenses
incurred during personal use of the aircraft.  Under the
relationship created by the Agreement, Mr. Miller will now be
permitted to additionally reimburse the Company for the Company's
full cost of business use of the aircraft, which Mr. Miller
intends to do, as permitted by the Agreement.  The Agreement was
prepared in November 2008 and submitted to the independent
directors of the Company for their approval at their regular
meeting on January 13, 2009.  The independent directors approved
the Agreement, and it was signed by the Company and Mr. Miller on
February 17, 2009.  The Agreement adds Mr. Miller as a party to
the Agreement solely in the capacity of an optional payor.  Mr.
Miller previously entered into an Aircraft Time-Share Agreement
with the Company in August 2005, amended by Amendment No. 1 to the
Aircraft Time-Share Agreement in September 2005, which will remain
in effect and requires him to reimburse the Company for operating
expenses incurred in connection with personal use of the aircraft.

A full-text copy of the Amended Aircraft Dry Lease Agreement is
available for free at: http://researcharchives.com/t/s?3a06

                       About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                         *     *     *

As reported by the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.

As reported by the TCR on Dec. 16, 2008, Fitch Ratings downgraded
Lennar Corp.'s Issuer Default Ratings and outstanding debt
ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-';
  -- Short Term IDR from 'F3' to 'B';
  -- Commercial Paper from 'F3' to 'B'.

Fitch said the rating outlook remains negative.


LOUISIANA-PACIFIC CORP: Moody's Assigns 'Ba3' Notes Rating
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Louisiana-
Pacific Corporation's proposed $350 million senior secured notes
due 2017 and affirmed the company's Ba3 corporate family rating.
The ratings on the company's existing senior unsecured notes will
be lowered to B2 from Ba3. LP's speculative grade liquidity rating
was affirmed at SGL-3 and the rating outlook is negative.

The Ba3 rating on LP's proposed senior secured notes is in line
with the company's corporate family rating and reflects the
superior position of the proposed notes relative to the existing
unsecured notes which will be downgraded to B2 from Ba3.  The
proposed notes are expected to be secured by first-security
interests in most of LP's US fixed assets and will have a second-
priority interest in the inventory and receivables that secure the
proposed ABL revolving credit facility.  The proposed notes will
be guaranteed on a joint and several basis by LP's material US
subsidiaries.  The net proceeds from the proposed notes offering
will be used to refinance of some the company's existing debt and
improve the company's cash position.  Since the proposed notes
constitute the largest class of debt in the capital structure and
since the amount of unsecured debt below them is not relatively
large, they will be rated at the same level as the corporate
family rating.  The liens on the proposed notes and new ABL
revolving credit facility will rank senior to the company's senior
unsecured indebtedness, causing the rating on the existing
unsecured notes to be downgraded two notches below the corporate
family rating to B2.

LP's ratings reflect the company's industry leading market share,
oriented strand board's (OSB -- the company's primary product)
positive long-term industry fundamentals as it continues to take
market share from plywood, and expectations that the company's
financial performance will eventually improve to generate credit
protection metrics in line with its rating.  Key challenges for LP
include its modest scale, its lack of product line and geographic
diversification, and the continued volatility in its financial
performance due to the extreme pricing volatility of its core
business products.  The company's cash position has decreased
significantly as LP generated negative free cash flow and made
significant investments in new capacity and in mill improvements
during a weak OSB market.  Moody's expects that the company's
recent initiatives of reducing capex, idling high cost mills,
reducing personnel expenses and other announced initiatives will
significantly reduce the company's cash burn rate.

Downgrades:

Issuer: Louisiana-Pacific Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
     LGD6, 90% from Ba3, LGD4, 58%

Assignments:

Issuer: Louisiana-Pacific Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned a Ba3, LGD3,
     45%

The company's speculative grade liquidity rating was affirmed at
SGL-3 reflecting anticipated adequate liquidity over the next 12
months.  The liquidity rating reflects the company's unrestricted
cash position, projected continuing cash burn over the next
several quarters and limited committed external liquidity sources.
The company's primary source of liquidity is its unrestricted cash
balance that stood at approximately $120 million on
December 31, 2008.  Although LP is taking measures to preserve
cash, the ongoing cash needs to fund its operations continue to
deplete the company's liquidity.  The company's proposed senior
secured note offering along with its proposed ABL revolving credit
facility is expected to improve the company's liquidity position
when completed.  If the company is successful with its recently
announced initiatives to reduce its cash burn, Moody 's believe
that the company should have sufficient liquidity to cover its
cash needs during the next two years.

The negative outlook reflects continued pressure on LP's debt
protection measurements given the prospects for a protracted weak
OSB pricing environment.  Should financial results deteriorate
from expected levels, or should the company's liquidity
arrangements become impaired, LP's ratings may be lowered.

Moody's last rating action was on December 10, 2008 when LP's
corporate family rating and the rating on the company's senior
unsecured notes were downgraded to Ba3 from Ba2 concluding a
review for possible downgrade initiated on November 4, 2008.


MAGNA ENTERTAINMENT: To Be Delisted From TSX Effective April 1
--------------------------------------------------------------
Magna Entertainment Corp. was provided on March 2, 2009, with a
letter from The Toronto Stock Exchange indicating that the
Listings Committee of the TSX determined to delist the Company's
Class A Subordinate Voting Shares effective at the close of market
on April 1, 2009.  The delisting was imposed for failure by MEC to
meet the continued listing requirements of the TSX, as detailed in
Part VII of The TSX Company Manual.

Based in Aurora, Ontario, Magna Entertainment Corp. (MECA) is
North America's largest owner and operator of horse racetracks,
based on revenue.  The Company develops, owns and operates horse
racetracks and related pari-mutuel wagering operations, including
off-track betting facilities.  MEC also develops, owns and
operates casinos in conjunction with its racetracks where
permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.1 billion, total liabilities of $891.0 million and
shareholders' equity of $272.7 million.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2009,
Magna received written notice from its lenders that Pimlico Racing
Association, Inc., Laurel Racing Association Limited Partnership,
Laurel Racing Assoc., Inc. and The Maryland Jockey Club of
Baltimore City, Inc., each a subsidiary of MEC, are in default
under the PNC Bank, National Association loan agreement for
failure to comply with certain financial covenants relating to the
financial position and results of operation of MJC and related
entities.  PNC Bank informed MEC that it has chosen not to
exercise its rights and remedies under such loan agreement at this
time as a consequence of this event of default, but may choose to
do so at any time in the future without any further written
notice.

MEC also has not met certain financial covenants under its loan
agreements with Wells Fargo Bank, National Association and a
Canadian chartered bank with which MEC has a US$40 million credit
facility.  The lenders have not exercised their default-related
rights under their respective loan agreements.

As reported in the TCR on March 20, 2008, Ernst & Young LLP in
Toronto, Canada, expressed substantial doubt about Magna
Entertainment Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring operating losses and working capital
deficiency.

On February 19, 2009, MI Developments Inc., the Company's
controlling shareholder, decided not to proceed with its
reorganization proposal, which includes the spin-off of MEC to
MID's existing shareholders.  In accordance with the terms of
certain of MEC's loan agreements, the maturity date of the first
tranche of the new loan that a subsidiary of MID made available to
MEC on December 1, 2008, in connection with the reorganization
proposal; the maturity date of the bridge loan from MID Lender;
and the deadline for repayment of US$100 million under the
Gulfstream project financing facility from MID Lender has been
accelerated to March 20, 2009.  The maturity date of the second
tranche of the New Loan has already been accelerated to May 13,
2009.

As of February 18, 2009, there is roughly US$48.5 million
outstanding under the first tranche of the New Loan, roughly
US$0.7 million outstanding under the second tranche of the New
Loan and roughly US$126.2 million outstanding under the bridge
loan.

In accordance with its terms, the maturity date of MEC's
US$40 million credit facility with a Canadian chartered bank will
also accelerate to March 5, 2009.

If MEC is unable to repay its obligations when due or satisfy
required covenants in its loan agreements, substantially all of
its other current and long-term debt will also become due on
demand as a result of cross-default provisions within loan
agreements, unless MEC is able to obtain waivers, modifications or
extensions.  In the event MEC is unsuccessful in its efforts to
raise additional funds, through an alternative transaction with
MID, assets sales, by taking on additional debt or by some other
means, MEC will not be able to meet such obligations.


MASONITE INTERNATIONAL: To File For Ch. 11 with Pre-Arranged Plan
-----------------------------------------------------------------
Masonite International Inc. said March 3 that it has reached an
agreement in principle with members of a steering committee
representing its senior secured lenders and representatives of an
ad-hoc committee representing holders of its senior subordinated
notes due 2015 on the terms of a restructuring plan that will
enable the Company to significantly reduce its outstanding debt
and create an appropriate capital structure to support the
Company's long-term strategic plan and business objectives.

Support for this plan is currently being solicited by the Company
from its broader lender and bondholder constituencies. If approved
by the requisite percentages of the lender and bondholder groups
and implemented as proposed, the restructuring plan will enable
Masonite to reduce its total funded debt by nearly $2 billion,
from $2.2 billion today to up to $300 million upon consummation of
the plan. This debt reduction would reduce annual cash interest
costs by approximately $145 million and provide Masonite with
greater liquidity and financial flexibility as it continues to
take aggressive action to address challenges created by the
downturn in the global housing and credit markets.

"We are very pleased to have reached an agreement in principle on
a plan that will allow us to reduce our debt substantially and put
Masonite in a stronger, financially healthier position for the
future," said Fred Lynch, President and Chief Executive Officer of
Masonite. "With an appropriately sized capital structure and
greater financial flexibility, along with our excellent market
position, strong brand, and industry-leading products, we believe
we will be well-positioned to take advantage of market
opportunities and grow our business over the long term."

Under terms of the agreement in principle, Masonite's existing
Senior Secured Obligations would be converted on a pro rata basis,
subject to the election of each existing holder of Senior Secured
Obligations, into (i) a new senior secured term loan of up to $200
million, (ii) a new second-lien PIK Loan of up to $100 million,
and/or (iii) 97.5% of the common equity of a reorganized Masonite
subject to dilution for warrants issued to the Senior Subordinated
Noteholders and management equity and/or options. Senior
Subordinated Notes would be converted to 2.5% of the common equity
in Masonite plus warrants for 17.5% of the common stock of the
Company, subject to dilution for management equity and/or options.

It is anticipated that the restructuring would be implemented by
means of a "pre-negotiated" Plan of Reorganization filed in
conjunction with voluntary Chapter 11 proceedings in the United
States and similar proceedings under the Companies' Creditors
Arrangement Act (CCAA) in Canada. These legal proceedings would be
initiated upon receipt of approvals for the restructuring plan
from the requisite percentages of the lender and bondholder
constituencies. Pre-negotiated restructuring plans typically
require only 90 to 120 days to effectuate. The implementation of
the agreement in principle is subject to closing conditions.

Masonite fully expects to continue to operate in the normal course
of business during the restructuring process.  All of the
Company's manufacturing and distribution facilities around the
world will remain open and continue to serve customers in the
normal course. Masonite's subsidiaries and affiliates outside of
North America are not expected to be adversely impacted by the
legal proceedings.

The proposed restructuring plan further provides for all trade
creditors to be "unimpaired," which means that trade suppliers and
vendors would be paid in full under the plan. To this end, the
Company intends to seek authorization from the US and Canadian
courts to continue to pay trade creditors under normal terms in
the ordinary course of business. As of March 2, 2009, the Company
had more than $160 million in cash on hand that will be available
to satisfy obligations associated with conducting the Company's
business in the ordinary course.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.

As reported by the Troubled Company Reporter, Masonite entered
into a further extension, to February 9, 2009, of its forbearance
agreements with its bank lenders and with holders of a majority of
the senior subordinated notes due 2015 issued by two of the
Company's subsidiaries.


MCCLATCHY CO: Posts $4.0 Million Net Loss in Year 2008
------------------------------------------------------
The McClatchy Company reported that it filed its Annual Report on
Form 10-K for the year ended December 28, 2008, with the
Securities and Exchange Commission, which includes its final
fourth quarter and full year 2008 results.  The company's fourth
quarter 2008 after-tax loss from continuing operations was
unchanged from the previously reported $20.4 million. The
company's total net loss, including the results of discontinued
operations, was $27.0 million.

The income from continuing operations for full year 2008 was
unchanged from the $2.8 million. The company's total net loss,
including the results of discontinued operations, was $4.0
million.

As of December 28, 2008, the Company had $3.52 billion in total
assets, including $4.99 million in cash and cash equivalents, and
$3.12 billion in total liabilities, including $347.5 million in
total current liabilities.

The Company has $31.0 million of public notes maturing in April
2009 which are expected to be refinanced on a long-term basis by
drawing on the Company's revolving credit facility.

A total of $111.8 million was available under the revolving credit
facility at December 28, 2008, all of which could be borrowed
under the Company's current leverage covenant and trailing
operating cash flow.  On January 8, 2009, letters of credit
totaling $47.2 million expired increasing the amount available
under the revolving credit facility to approximately $159.0
million.

McClatchy noted that as of December 28, 2008, it had roughly
$2.038 billion in total consolidated debt outstanding. This debt
could increase the Company's vulnerability to general adverse
economic and industry conditions.  Debt service costs are subject
to interest rate changes as well as any changes in the Company's
leverage ratio (ratio of debt to operating cash flow as defined in
the Company's credit agreement with its banks).  Higher leverage
ratios could increase the level of debt service costs and also
affect the Company's future ability to refinance certain maturing
debt, or the ultimate structure of such refinancing.  In addition,
the Company's credit ratings could affect its ability to refinance
its debt on favorable terms.

On September 17, 2008, Moody's Investor Services downgraded the
Company's corporate credit rating to `B2' from `Ba2'.  On February
6, 2009, Standard & Poor's lowered its corporate credit rating on
the Company to `CCC+' from `B', with a negative rating outlook.
The ratings on the Company's bonds were lowered from `CCC+' to
`CCC-'.

The Troubled Company Reporter said Feb. 10, 2009, that Fitch
Ratings downgraded the Issuer Default Rating and outstanding debt
ratings of McClatchy:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

There is no Rating Outlook assigned.  Approximately $2.1 billion
of debt is affected by the action.

The Company expects that over the next several years its primary
use of cash flow from operations will be to reduce debt.

In early 2009 various newspapers formerly owned by the Company
filed for bankruptcy under Chapter 11 of the Bankruptcy Code.
Certain amounts owed to the Company by these former newspapers may
no longer be collectible and as a result, the Company has recorded
reserves related to such amounts, net of taxes, of $5.3 million in
discontinued operations.  Also, for fiscal year 2009 the Company
will reevaluate the guarantees of up to $77.0 million made to the
Pension Benefit Guaranty Corporation related to pension plans
maintained by certain of these newspapers to take into account any
actions proposed to be taken or taken under the relevant plans of
reorganization or by the Bankruptcy Court or the PBGC in
connection with the pension plans of the relevant newspapers.
Currently the Company does not believe that there is a liability
that it can reliably estimate and is probable of payment related
to such guarantees.

                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.


MCCLATCHY CO: Receives NYSE Non-Compliance Notice; Faces Delisting
------------------------------------------------------------------
The McClatchy Company said in a regulatory filing with the
Securities and Exchange Commission that it was notified on
February 4, 2009 by the New York Stock Exchange that it is not in
compliance with the NYSE's continued listing standards. The NYSE's
notice indicated that on February 2, 2009, the Company's average
share price over the previous 30 trading days was $0.98, which is
below the NYSE's quantitative listing standards. Such standards
require NYSE listed companies to maintain an average closing price
of any listed security above $1.00 per share for any consecutive
30 trading-day period.

McClatchy plans to notify the NYSE of its intent to cure this
deficiency and has six months from the date of the NYSE notice to
cure the non-compliance.  However, should the Company be
unsuccessful in curing its non-compliance or be de-listed for
other reasons, its stock could be traded in an over-the-counter or
pink sheet basis which would be less liquid than a more
established stock exchange. Such limited trading could negatively
impact the share price of the Company's Class A common stock and
lower the value of its equity.

On February 26, 2009, the NYSE indicated that it had made an
application to the Securities and Exchange Commission to suspend
the share price requirement initially through June 30, 2009.


MEDIACOM COMM: Reports Results for 4th Quarter & Full Year 2008
---------------------------------------------------------------
On February 25, 2009, Mediacom Communications Corporation (Nasdaq:
MCCC) reported financial results for the three months and year
ended December 31, 2008.

Fourth Quarter 2008 Financial Highlights

   * Revenues increased 8.3% to $360.2 million

   * Adjusted operating income before depreciation and
     amortization rose 8.4% to $129.6 million

   * Operating income rose 37.5% to $73.7 million

   * Average monthly revenue per basic subscriber increased 8.9%
     to $90.88

   * Revenue generating units grew sequentially by 33,000

Full Year 2008 Financial Highlights

   * Revenues increased 8.4% to $1,401.9 million
   * Adjusted OIBDA rose 10.6% to $512.0 million
   * Operating income grew 25.4% to $278.9 million
   * Capital expenditures of $289.8 million
   * RGUs grew a record 222,000 to 2,946,000

"It was an excellent year for us, as we solidly executed in all
aspects of our business," stated Rocco B. Commisso, Mediacom's
Chairman and CEO.  "Despite worsening economic conditions in 2008,
we produced record RGU growth, exceeded our financial guidance
that was revised upwards three times and generated our highest
annual growth rate in Adjusted OIBDA since 2002."

"In 2009, we are cautiously optimistic that our business will once
again show its historical resilience in this recessionary
environment and grow in the face of deepening economic pressures
across the markets we serve.  Equally important, however, is that
with a significant decline in planned capital spending and with
our shares outstanding reduced by 30% as a result of the Morris
Transaction, we expect to deliver in 2009 meaningful and
sustainable after-tax free cash flow per share for the first time
in our history.  Our internal cash flow generation, together with
about $650 million of currently available revolving credit
commitments, puts Mediacom in the enviable position of avoiding
persistently unattractive financing markets until at least mid-
2011," concluded Mr. Commisso.

                         2009 Guidance

"Despite the current economic uncertainties, we still expect to
increase revenues and Adjusted OIBDA in 2009, although at reduced
growth rates than achieved in 2008.  Moreover, due to an expected
20% - 25% decline in capital expenditures in 2009 and the
reduction in common shares outstanding resulting from the Morris
Transaction, we anticipate generating after-tax free cash flow of
about $1.00 per share for full year 2009, up from less than $0.10
per share in 2008."

               Three Months Ended December 31, 2008
          Compared to Three Months Ended December 31, 2007

"Revenues rose 8.3% to $360.2 million, largely due to growth in
high-speed data and phone customers, and basic video rate
increases.

   * Video revenues increased 3.5% from the fourth quarter of
     2007, largely due to basic video rate increases and higher
     service fees from our advanced video products and services,
     including DVRs and HDTV, partially offset by a lower number
     of basic subscribers.  During the quarter, we lost 6,000
     basic subscribers, as compared to a loss of 7,000 for the
     same period last year.

     During the quarter, digital customers grew by 19,000,
     compared to an increase of 16,000 in the prior year period,
     ending the year with 643,000 customers, or 48.8% penetration
     of basic subscribers.  As of December 31, 2008, 33.2% of
     digital customers were taking DVR and/or HDTV services.

   * High-speed data revenues rose 16.3%, primarily due to a
     12.0% year-over-year unit growth. During the quarter, high-
     speed data customers grew by 11,000, compared to a gain of
     22,000 in the prior year period, ending the year with
     737,000 customers, or 25.8% penetration of estimated homes
     passed.

   * Phone revenues grew 47.6%, mainly due to a 34.1% year-over-
     year increase in phone customers and, to a lesser extent, a
     reduction in discounted pricing. During the quarter, phone
     customers grew by 9,000, as compared to a gain of 20,000 in
     the prior year period, ending the year with 248,000
     customers, or 9.5% penetration of estimated marketable phone
     homes.

   * Advertising revenues were down 0.2%, largely as a result of
     a sharp decline in local and national automotive advertising,
     offset by an increase in political and other local
     advertising.

"Total operating costs grew 8.2%, primarily due to increases in
programming unit costs and, to a lesser extent, higher expenses
related to phone customer growth and employee staffing, offset in
part by a reduction in high-speed data delivery costs.

"Adjusted OIBDA rose 8.4%, resulting in a margin of 36.0%, which
was unchanged from the fourth quarter last year.  Operating income
increased by 37.5% mainly due to the increase in Adjusted OIBDA
and lower depreciation and amortization expense."

                  Liquidity and Capital Resources

"Significant sources of cash for the 12 months ended December 31,
2008 were:

   * Net cash flows from operating activities of $268.7 million;
     and

   * Net bank financing of $101.0 million.

"Significant uses of cash for the twelve months ended December 31,
2008 were:

   * Capital expenditures of approximately $289.8 million;

   * Additions to cash balances of $47.7 million;

   * Repurchases of shares of our Class A common stock totaling
     $22.4 million; and

   * Financing costs of $10.9 million.

"Free cash flow was positive $8.8 million for the twelve months
ended December 31, 2008, as compared to negative $3.6 million in
the prior year period."

                        Morris Transaction

"On September 7, 2008, we entered into a Share Exchange Agreement
with Shivers Investments, LLC, and Shivers Trading & Operating
Company.  On February 13, 2009, we completed the Exchange
Agreement pursuant to which we exchanged all of the outstanding
shares of stock of a wholly owned subsidiary, which held (i) non-
strategic cable television systems located in Western North
Carolina serving approximately 24,800 basic subscribers, and (ii)
approximately $110 million in cash, for 28,309,674 shares of
Mediacom Class A common stock owned by Shivers.  Both STOC and
Shivers are affiliates of Morris Communications Company, LLC, and
STOC, Shivers and Morris Communications are controlled by William
S. Morris III, a then member of our Board of Directors.  The
$110 million cash portion of the Exchange Agreement was funded
with borrowings made under the revolving commitments of our bank
credit facilities.

"Pursuant to the terms of the Exchange Agreement, William S.
Morris III and Craig S. Mitchell resigned from the Board on
February 13, 2009.  Messrs. Morris and Mitchell also resigned as
members of the Compensation and Audit Committees of the Board,
respectively."

                        Financial Position

"At December 31, 2008, our total debt outstanding was
$3.316 billion, an increase of $101 million from year-end 2007.
As of the same date, cash and cash equivalents were $67.1 million,
an increase of $47.7 million from year-end 2007.  Given the
instability in the credit markets, in 2009 and possibly beyond, we
plan to pursue a financial policy of keeping sizable cash balances
on our balance sheet.  As of December 31, 2008, our unused credit
facilities were $762 million, all of which could be borrowed and
used for general corporate purposes based on the terms and
conditions of our debt arrangements.  After giving effect to the
completion of the Exchange Agreement, our unused credit facilities
would have been about $650 million.  As of February 25, about 68%
of our total debt was at fixed interest rates or subject to
interest rate protection."

              Stock Repurchase Program and Activity

"In the first half of 2008, we repurchased approximately
4.8 million shares of our Class A common stock for an aggregate
cost of $22.4 million.  At December 31, 2008, we had approximately
94.8 million shares of Class A and Class B common stock
outstanding, and $47.6 million remained available under our stock
repurchase program.  On the same date, after giving effect to the
completion of the Exchange Agreement, our total outstanding shares
were approximately 66.5 million, representing 39.5 million shares
of our Class A common stock and 27.0 million shares of our Class B
common stock."

As of December 31, 2008, the Company's balance sheet showed total
assets of $3,718,989,000 and total liabilities of $4,065,633,000,
resulting in total stockholders' deficit of $346,644,000.

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

               http://researcharchives.com/t/s?3a07

                   About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable
television company focused on serving the smaller cities and towns
in the United States.  The company offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 3, 2008,
Fitch Ratings affirmed the 'B' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.  In addition
Fitch assigned a 'BB/RR1' rating to Mediacom Broadband LLC's $300
million incremental term loan E.  Lastly, Fitch has upgraded
Mediacom LLC's senior unsecured debt to 'B-/RR5' from 'CCC+/RR6'.
Approximately $3.2 billion of debt as of March 31, 2008 is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed its 'B1' corporate family
rating for Mediacom Communications Corp.  The rating outlook
remains stable.


MEDIACOM COMMUNICATIONS: Compensation Panel OKs Executive Pay
-------------------------------------------------------------
On February 26, 2009, the Compensation Committee of Mediacom
Communications Corporation approved the compensation arrangements
of the Company' executive officers:

   * Annual Base Salary

Based on the recommendation of the Chairman and Chief Executive
Officer, the Compensation Committee determined that no salary
increase will be awarded to the Chairman and Chief Executive
Officer in 2009, who last received a salary increase in 2006.

Based on the recommendation of the Chairman and Chief Executive
Officer, the Compensation Committee also determined that no salary
increases will be awarded to the other Named Executive Officers in
2009.

   * Bonus

The Compensation Committee approved for the Named Executive
Officers bonus payments for their performance in 2008:

   Rocco B. Commisso                           $1,275,000
   Mark E. Stephan                               $165,000
   John G. Pascarelli                            $165,000
   Italia Commisso Weinand                       $125,000
   Joseph E. Young                               $125,000

   * Stock Option Grants

The Compensation Committee approved for the Named Executive
Officers stock option grants under the Company's 2003 Incentive
Plan for their performance in 2008 at an exercise price of $3.95
per share, which was the closing price of the Company's Class A
common stock on February 26, 2009:

   Rocco B. Commisso                              510,000   (1)
   Mark E. Stephan                                102,000   (2)
   John G. Pascarelli                             102,000   (2)
   Italia Commisso Weinand                         59,000   (2)
   Joseph E. Young                                 59,000   (2)

   (1) The options are subject to vesting in three equal annual
       installments, commencing on February 26, 2010, and expire
       on February 25, 2019.

   (2) The options are subject to vesting in four equal annual
       installments, commencing on February 26, 2010, and expire
       on February 25, 2019.

   * Restricted Stock Unit Grants

The Compensation Committee approved for the Named Executive
officers restricted stock unit grants under the Company's 2003
Incentive Plan for their performance in 2008:

   Rocco B. Commisso                              290,000   (1)
   Mark E. Stephan                                 60,000   (2)
   John G. Pascarelli                              55,000   (2)
   Italia Commisso Weinand                         32,000   (2)
   Joseph E. Young                                 32,000   (2)

   (1) The restricted stock units are subject to vesting in three
       equal annual installments, commencing on February 25, 2010.

   (2) The restricted stock units are subject to vesting in four
       equal annual installments, commencing on February 25, 2010.

                   About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable
television company focused on serving the smaller cities and towns
in the United States.  The company offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 3, 2008,
Fitch Ratings affirmed the 'B' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.  In addition
Fitch assigned a 'BB/RR1' rating to Mediacom Broadband LLC's $300
million incremental term loan E.  Lastly, Fitch has upgraded
Mediacom LLC's senior unsecured debt to 'B-/RR5' from 'CCC+/RR6'.
Approximately $3.2 billion of debt as of March 31, 2008 is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed its 'B1' corporate family
rating for Mediacom Communications Corp..  The rating outlook
remains stable.

As of December 31, 2008, the Company's balance sheet showed total
assets of $3,718,989,000 and total liabilities of $4,065,633,000,
resulting in total stockholders' deficit of $346,644,000.


MICHAEL VICK: Court Sends Plan to Confirmation Stage
----------------------------------------------------
Bloomberg's Bill Rochelle said that the U.S. Bankruptcy Court for
the Eastern District of Virginia has approved the disclosure
statement explaining Michael D. Vick's Chapter 11 plan.  The NFA
quarterback's plan will proceed to confirmation hearings on
April 2 and 3.

According to Bloomberg, the disclosure statement says unsecured
creditors' claims range between $13.9 million and $31.3 million.
The plan is supported by the unsecured creditors' committee.
Mr. Vick, who could be released into home confinement, will
give a liquidating trustee the "vast majority" of his assets,
according to the disclosure statement.

In addition, Vick will pay unsecured creditors a portion of
his future income.  While Vick will retain the first $750,000 of
his earnings, creditors will take 20% percent to 33% of
his income.  Creditors wanted to be sure Mr. Vick could earn
enough that he would have an incentive to sign a new contract.

How much creditors receive depends on whether he is reinstated by
the National Football League.  The Plan has intricate provisions
dealing with signing bonuses, Mr. Rochelle points out.

Bloomberg also said that the bankruptcy judge is requiring Vick to
appear personally at the confirmation hearing.  According to the
report, if he isn't there, the judge said he won't approve the
plan.

                        About Michael Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MICHAEL STERN: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Michael A. Stern has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern District of Florida.

According to Business Journal, Mr. Stern listed $10 million to
$50 million in assets and more than $37 million in liabilities.
Court documents say that the largest claim against Mr. Stern comes
from Colonial Bank at $16.5 million, part of which is listed as
contingent with other claims.  Business Journal says that other
claimants include:

    -- Nicolas Brocherie of Miami Beach, $6.55 million;
    -- Countrywide Mortgage, $6.5 million;
    -- Howtan Rahbarzadeh, $6.5 million (contingent);
    -- College Health II GP, $5.25 million (disputed); and
    -- Harding Investments, $2.55 million (contingent and
       unliquidated).

Joel Aresty is the attorney assisting Mr. Stern in his
restructuring effort, Business Journal states.

Michael A. Stern is a Miami Beach businessman.  He has been
involved in several Miami Beach property development companies.


NATIONAL CENTURY: Ex-Vice President Sentenced to 2 Years Prison
---------------------------------------------------------------
Bankruptcy Law360 reports that Judge Algenon L. Marbley of the
U.S. District Court for the Southern District of Ohio sentenced
Jon Beacham, a former vice president of National Century Financial
Enterprises Inc., to two consecutive terms of one year.

Bankruptcy Law360 notes that NCFE's collapse in 2002 cost
investors $1.9 billion.

In November, the Troubled Company Reporter said Lance K. Poulsen,
one of the founders and former CEO of NCFE, was found guilty by a
12-member jury on all of the charges against him, including one
count each of conspiracy to commit securities fraud, wire fraud,
conspiracy to commit money laundering, three counts of money
laundering, and six counts of securities fraud.  Mr. Poulsen faces
between 30 years to life in prison, the Bloomberg News reported.
Prior to his fraud conviction, Mr. Poulsen was serving a 10-year
sentence after he tried to bribe Sherry Gibson to have "amnesia"
during his trial.  Ms. Gibson was National Century's former
employee, has served her term in prison in connection with NCFE's
fraud, and was the U.S. Government's star witness.

In January 2009, Rebecca S. Parrett, an executive and one of the
owners of NCFE, was again featured on the Web site of America's
Most Wanted -- http://www.amw.com/fugitives/case.cfm?id=55267

America's Most Wanted is a reality-based show featuring stories
about alleged criminals sought by law enforcement powered by News
Corp.'s Fox television.

Ms. Parrett was featured in AMW in 2008 after she failed to show
up for a court appearance.  She was found guilty on charges of
conspiracy, securities fraud, wire fraud and money laundering, and
faces a maximum penalty of 75 years in prison and $2,500,000 in
fines.  She remains at large.

The Southern District of Ohio Bankruptcy Court has dismissed Ms.
Parrett's claims and complaints under the fugitive disentitlement
doctrine, after she failed to comply to the Court's order to show
cause why the Court should not dismiss the complaints at the
behest of several defendants in the multi-district litigation.

Deputy U.S. Marshal Andrew Shadwick, the lead investigator in Ms.
Parrett's fugitive case, said in a statement that he was pleased
with the AMW feature.

"The greed of powerful corporate executives like those with NCFE
is terrible.  Finding Rebecca Parrett will be a priority to the
United States Marshals Service until the day she is captured and
forced to face what she did," Mr. Shadwick said.

The statement revealed that a new Internet site has been
developed for those interested in Ms. Parrett's case:

               http://www.rebeccaparrett.com

The U.S. Marshals also asks anyone with information regarding Ms.
Parrett to contact them at (614) 469-5540.

                 About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on April
16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

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


NATIONAL HERITAGE: Transferred $1MM to Unit Before Bankruptcy
-------------------------------------------------------------
Court documents say that National Heritage Foundation wired
$1 million to affiliate Congressional District Programs Inc. two
days before the charity filed for Chapter 11 bankruptcy
protection.

According to court documents, National Heritage filed for
bankruptcy, saying that it was "unable to meet its obligations."
Forbes relates that the money transfer to Congressional District
kept the money out of the potential reach of National Heritage's
outside creditors for the time being, raising many questions.  The
move would be a focus of attention during the creditors' meeting
set for Thursday.

Forbes states that National Heritage's bankruptcy filing gave the
Company a temporary respite from its debts and halted $2 million
in yearly payments to holders of charitable gift annuities issued
by National Heritage.

Falls Church, Virginia-based National Heritage Foundation, Inc. --
http://www.nhf.org/-- is a non-profit tax-exempt charitable
institution.  The company filed for Chapter 11 bankruptcy
protection on Jan. 24, 2009 (Bankr. E.D. Va. Case No. 09-10525).
Alan Michael Noskow, Esq., at Patton Boggs LLP assists the company
in its restructuring effort.  The company listed more than
$100 million in assets and $1 million to $100 million in debts.


NEWARK GROUP: Has No Forbearance for $84-Million Loan
-----------------------------------------------------
The Newark Group, Inc. said that on February 20, 2009, it executed
a forbearance agreement with Wachovia Bank, National Association,
and the requisite lenders under its asset-based senior secured
revolving credit facility.

Pursuant to the Forbearance Agreement, the ABL Lenders agreed to
forbear from exercising certain rights as a result of the
occurrence of certain events of default under the Company's asset-
based senior secured revolving credit facility.  The events of
default for which the ABL Lenders agreed to forbear relate to the
Company's failure to comply with its fixed charge coverage ratio
and availability tests and similar defaults under the Company's
credit-linked facility.

The ABL Forbearance Agreement also provides, among other things,
that: (i) all revolving loans after February 6, 2009 will be Prime
Rate Loans, not Eurodollar Loans; (ii) the interest rate for Prime
Rate Loans will be the Prime Rate plus 4.00%; (iii) the Prime Rate
will be the greater of (a) the prime rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1% and (c) 3.00%; and (iv) the ABL Lenders will receive
certain additional fees from the Company.

On February 16, 2009, the Company received a letter from the Bank
in connection with the Company's credit-linked loan facility,
which gave notice that an event of default had occurred under the
CL Agreement as a result of the Company's failure to comply with
its fixed charge coverage ratio and availability test and as a
result of similar defaults under the ABL Agreement. The interest
rate under the CL Agreement was increased by 2% per annum and the
Bank otherwise reserved its rights, but did not accelerate the
loan.

The Company agreed as part of the ABL Forbearance Agreement to
enter into a forbearance agreement with the Company's lenders
under the CL Agreement by February 24, 2009.  The Company had not
entered into a forbearance agreement with the CL Lenders by such
date, and no assurance can be provided that such an agreement will
be reached.  The Company is continuing to discuss financing
matters with both the ABL Lenders and the CL Lenders.

As of February 20, 2009, the Company was indebted under the ABL
Agreement in the aggregate principal amount of approximately $38.7
million, and under the CL Agreement, the Company had outstanding a
term loan of $15.3 million and letters of credit of $68.6 million.
Neither the ABL Lenders nor the CL Lenders have taken any action
to accelerate the obligations due under their respective
agreements.

                        About Newark Group

Founded in 1912, The Newark Group -- http://newarkgroup.com/-- is
a major producer of paper products from recycled materials. Its
paperboard division recovers some 2.5 million tons of paper
(corrugated containers, newspaper, and mixed paper) annually. The
Newark Group's converted products group operates in three
segments: laminated products and graphicboard, tube and core
manufacturing, and solidboard packaging. Brands include Fiberwrap
(paperboard), NewEx (graphicboard), NewForm and Poli-NewForm
(concrete forming tubes), and Fortex (coverboard).

                           *     *     *

As reported by the Troubled Company reporter on March 3, Standard
& Poor's Ratings Services said it lowered its ratings on The
Newark Group Inc., including its corporate credit rating to 'CCC'
from 'CCC+'.  All ratings remain on CreditWatch with negative
implications.  The downgrade follows the Company's announcement of
a forbearance agreement under the ABL facility.

Bloomberg's Bill Rochelle notes that the new S&P rating -- the
second downgrade for this year -- is nevertheless one level higher
than the downgrade issued in January by Moody's Investors Service.


NRG ENERGY: To Acquire Reliant's Texas Retail Unit for $287.5MM
---------------------------------------------------------------
NRG Energy, Inc., disclosed a definitive agreement to acquire
Reliant Energy Inc.'s Texas retail business, creating a strong,
reliable and competitive business for the benefit of Texas
customers.  NRG will use cash on hand to fund the $287.5 million
acquisition price.  NRG also has arranged with Merrill Lynch to
provide continuing credit support to the retail business
subsequent to closing.

The combination of Reliant's retail business, the second largest
mass market electricity provider in Texas with approximately
1.8 million customers, and NRG's generation will create a stronger
player in the competitive Texas market.  NRG is one of the
nation's foremost competitive energy providers with power
generating facilities capable of generating more than 24,000
megawatts.  NRG entered the Texas market in early 2006 when it
bought nearly 11,000 megawatts of assets from Texas Genco and
formed NRG Texas which employs 1,100 people in Texas, primarily in
the Houston area.

"Reliant has built a premier retail business with a brand that is
synonymous with a superior customer service focus," said David
Crane, NRG's President and Chief Executive Officer.  "We are
confident that our physical assets and commercial and risk
management capabilities will provide a strong foundation, that
when combined with Reliant's consumer business, will give us the
ideal business model to deliver value for our Texas customers,
employees and shareholders."

Supplemental to this acquisition, NRG negotiated a transitional
credit sleeve facility with Merrill Lynch, the current credit
provider for Reliant, under which NRG will inject $200 million of
cash into the retail entity.  The credit sleeve will provide
collateral support at the retail enterprise for up to 18 months
while an orderly transition to NRG supplying the retail entity's
power requirements occurs, with limited ongoing collateral
requirements.

"Matching NRG's generation with Reliant's retail load reduces the
need for third party power contracts and collateral support for
the retail business," commented Robert Flexon, NRG Chief Financial
Officer.  "Merrill Lynch's credit support allows this
transformation to happen in a structured and rational way."

                 Strategic & Financial Benefits

Complementary Generation and Retail Portfolios

NRG Texas becomes the primary supplier of power to Reliant,
thereby creating a more stable, reliable and competitive business
for the benefit of Texas customers, employees and stockholders.

Credit Synergies

Backing Reliant's load-serving requirements with NRG's generation
significantly reduces the need to sell and buy power from the
remaining financial institutions and other intermediaries that
trade in the ERCOT market which will result in reduced transaction
costs and credit exposures.

Significant Collateral Reduction

This combination, due to NRG's diverse asset base, provides for an
efficient credit structure as it allows for significant reduction
in actual and contingent collateral.  The reductions will be
achieved initially through offsetting transactions and over time
by minimizing the need to hedge the retail power supply through
third parties and thereby eliminating associated collateral
postings.

EBITDA and Cash Flow Accretion

Excluding transaction and other one-time costs, NRG expects the
transaction to be immediately accretive to EBITDA and free cash
flows and fully accretive in 2010.

Enhanced, Downstream 'Green' Capabilities

With Reliant retail, NRG will obtain a platform to build on the
entire class of distributed generation and retail alternative
energy technologies that are aimed directly at consumers.  These
technologies include smart meters, solar powered rooftop
installations, and ultimately, electric vehicles, among other
distributed technologies.

Financial Terms

NRG will acquire Reliant for $287.5 million in cash, and remit
acquired net working capital to Reliant over the six months
following the closing date. As of December 31, 2008, the net
working capital was approximately $111 million.

Approvals and Time to Close

NRG expects to close the transaction late in the second quarter of
2009.  The transaction is subject to customary closing conditions
and regulatory approvals, including pre-merger notification under
the Hart-Scott-Rodino Act.

                            About NRG

Headquartered in Princeton, NRG Energy, Inc., owns and operates
power generating facilities, primarily in Texas and the northeast,
south central and western regions of the United States.  NRG also
owns generating facilities in Australia and Germany.

As reported in the Troubled Company Reporter on Oct. 22, 2008,
Fitch Ratings kept its 'CCC+/RR6' convertible preferred stock
rating on NRG.


NRG ENERGY: Moody's Reviews 'Ba3' Rating for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service is continuing its review for possible
upgrade of NRG Energy, Inc.'s long-term ratings, including its
Corporate Family Rating of Ba3, following the announcement that it
would acquire the retail energy business from Reliant Energy, Inc.
for approximately $287.5 million.  In conjunction with the
announcement, Moody's has affirmed NRG's speculative grade
liquidity rating of SGL-1.

"While the retail supply business introduces new risks for NRG to
manage, the transaction offers strategic benefits and does not
detract from NRG's overall credit quality as it will likely be
additive to cash flow and earnings and not materially weaken NRG's
current liquidity profile" said A.J. Sabatelle, lead analyst for
NRG at Moody's.

NRG's long-term ratings remain under review for possible upgrade,
where they were placed on November 12, 2008, following the
commencement of an exchange offer by Exelon Corporation (Baa1:
senior unsecured; under review for possible downgrade) to acquire
NRG for $6.2 billion.  As mentioned in the November 12th press
release, while several uncertainties concerning the Exelon-NRG
merger remain, including the final legal structure and the terms
of any related required financing, Moody's believes that should
the merger be consummated, a multi-notch rating change is possible
for both Exelon and NRG.

The rating affirmation of NRG's speculative grade liquidity rating
of SGL-1 reflects Moody 's expectation that after consideration of
the Reliant acquisition, NRG will maintain a very good liquidity
profile over the next 4-quarter period as a result of its
generation of strong internal cash flows, maintenance of
significant cash balances plus continued access to substantial
credit availability.  Total liquidity at December 31, 2008
exceeded $3.35 billion, including unrestricted cash on hand of
nearly $1.5 billion.  While the Reliant transaction will utilize
$487.5 million cash at closing, including $287.5 million to
acquire the business plus an immediate $200 million capital
contribution into a ringed fenced entity for working capital
requirements, NRG's pro-forma's total liquidity is expected to be
around $3 billion due to the planned sale of NRG's 50% interest in
Mibrag for $259 million announced last week.  Based upon recent
guidance provided by company management in its February earnings
call and incorporating the impact of the Reliant transaction,
Moody's believes NRG will generate $300 million of free cash flow
during 2009.  Moody's understands that the company remains
comfortably in compliance with the covenants in its bank
facilities and as demonstrated by the Mibrag sale, continues to
demonstrate an ability to enhance its liquidity profile from the
sale of non-strategic assets.

NRG's continuing rating review will assess the credit implications
of the proposed merger on the company's prospective credit metrics
and will factor in the benefits of a larger more diverse
generation company, the ability to achieve potential synergies
from the combination with Exelon.  The review will consider the
rating implications for each legal entity once details of the
final legal structure emerge, the prospects for attaining the
necessary regulatory and shareholder approvals, and the
possibility that other issues may surface as the transaction
proceeds forward.

The last rating action on NRG occurred on November 12, 2008, when
its ratings were placed under review for possible upgrade.

NRG's ratings were assigned by evaluating factors believed to be
relevant to its credit profile, such as i) the business risk and
competitive position of NRG versus others within its industry or
sector, ii) the capital structure and financial risk of NRG, iii)
the projected performance of NRG over the near to intermediate
term, and iv) NRG's history of achieving consistent operating
performance and meeting financial plan goals.  These attributes
were compared against other issuers both within and outside of
NRG's core peer group and NRG's ratings are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

Headquartered in Princeton, NRG owns approximately 24,000
megawatts of generating facilities, primarily in Texas and the
northeast, south central and western regions of the US.  NRG also
owns generating facilities in Australia and Germany.


NWL HOLDINGS: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware converted the Chapter 11 cases of NWL
Holdings Inc. and its debtor-affiliates to liquidation proceedings
under Chapter 7.

In accordance with the case conversion, Roberta A. DeAngelis, the
United States Trustee for Region 3, appointed Alfred T. Guiliano
as interim trustee of the Debtors' Chapter 7 cases.

General Electric Capital Corporation and other senior secured
lenders, who provided as much as $7 million in debtor-in-
possession financing to the Debtor to be used to pay for general
operations, have advised the Debtors that they no longer have
interest to continue financing their Chapter 11 cases.  The
secured lenders said that liquidation under Chapter 7 was a less
expensive course.

                     About National Wholesale

West Hempstead, New York-based NWL Holdings, Inc. --
http://www.nationalwholesaleliquidators.com/-- aka National
Wholesale Liquidators, is a family-owned discount retailer.  The
company was founded in 1984.  The company has 55 stores located in
New York, New Jersey, Pennsylvania, Connecticut, Maryland,
Washington D.C., Delaware, Massachusetts, Virginia, Rhode Island,
Michigan and Illinois.  The company filed for Chapter 11
protection on Nov. 10, 2008 (Bankr. D. Delaware Case No. 08-
12847).  Paul Traub, Esq., Steven E. Fox, Esq., Maura I. Russell,
Esq., and Brett J. Nizzo, Esq., at Epstein Becker Green, P.C
assists the company in its restructuring effort.  Mark D. Collins,
Esq., John H. Knight, Esq., at Michael J. Merchant, Esq., at
Richards, Layton & Finger, P.A..  The United States Trustee
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  Scott L. Hazan, Esq., and David M. Posner,
Esq., at Otterbourg, Steindler, Houston & Rosen, PC; and Mark J.
Politan, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA
represent the Committee in these cases.  The company listed assets
of $100 million to $500 million and debts of $100 million to $500
million.


OCEAN WOOD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ocean Wood Enterprises
        1 Ocean Wood Way
        Birch Harbor, ME 04613

Bankruptcy Case No.: 09-10209

Chapter 11 Petition Date: March 2, 2009

Court: District of Maine (Bangor)

Debtor's Counsel: George J. Marcus, Esq.
                  bankruptcy@mcm-law.com
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

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

The petition was signed by James A. Brunton, Jr., managing member.


ONESTAR LONG DISTANCE: Trustee Can Assert Claims vs. WorldCom
-------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
District of New York issued a 26-page opinion in respect to the
request of former Chapter 11 filer WorldCom Inc. and its
affiliates to enforce their Court-confirmed Joint Plan of
Reorganization, specifically by stopping OneStar Long Distance,
Inc., which also filed for bankruptcy in Indiana, from asserting
claims against it.

WorldCom, Inc. and certain of its subsidiaries, starting July 21,
2002, filed for bankruptcy under chapter 11, and obtained
confirmation of their Plan on October 31, 2003, which Plan became
effective April 20, 2004.

On December 31, 2003, certain creditors of OneStar filed an
involuntary chapter 7 bankruptcy petition against OneStar in the
Bankruptcy Court for the Southern District of Indiana.  The case
was converted to Chapter 11 on February 3, 2004, then back to
Chapter 7 on January 13, 2005, after substantially all of its
assets were sold.  Elliot D. Levin was appointed as Chapter 7
trustee.

Before and after the OneStar Petition Date, a WorldCom subsidiary,
MCI, provided OneStar with telecommunications services pursuant to
various telecommunications services agreements, for which OneStar
paid WorldCom, and which OneStar resold to its customers.  All the
payments for the services were received by WorldCom after WorldCom
filed its petition.

On August 16, 2005, the OneStar Trustee commenced an adversary
proceeding against WorldCom in the Indiana Bankruptcy Court
seeking the avoidance and recovery of certain transfers under
Sections 547, 549, and 550 of the Code that OneStar made to
WorldCom during the 90-day period prior to the OneStar Petition
Date.  Upon motion by WorldCom, the Adversary Proceeding was
stayed by the Indiana Bankruptcy Court pending resolution of its
motion to enforce the WorldCom Plan before the Court.  The
Adversary Proceeding asserts that payments received by WorldCom
are avoidable by the OneStar Trustee as preferential and
unauthorized postpetition transfers under Sections 547 and 549,
and seeks to recover those transfers for the benefit of the
OneStar estate.  Of these transfers, the OneStar Trustee asserts
that WorldCom received $981,243 after the commencement of
WorldCom's case, during the OneStar preference period and before
the WorldCom Confirmation Order Date, and $1,490,615 was received
during the OneStar preference period and between the WorldCom
Confirmation Order Date and WorldCom Effective Date.  Further, the
OneStar Trustee seeks to avoid $100,000.00 that was received by
WorldCom between the OneStar Petition Date and the WorldCom
Effective Date.

WorldCom argues the OneStar Trustee violated the New York Court's
discharge injunction by knowingly commencing the Adversary
Proceeding seeking to avoid transfers made prior to the effective
date of the WorldCom Plan.  WorldCom asserts that these claims,
which arose prior to the WorldCom Effective Date, were discharged
by the WorldCom Plan, the WorldCom Confirmation Order and under
the Code.

The OneStar Trustee argues that since the OneStar estate's causes
of action arose postpetition in WorldCom's case, they do not fit
the definition of a "claim" as provided by the WorldCom Plan and
were not discharged by the WorldCom Plan.  The OneStar Trustee
contends that since the claims in the Adversary Proceeding do not
fit the WorldCom Plan's definition of a claim, he is not enjoined
under the WorldCom Plan or the WorldCom Confirmation Order from
prosecuting the Adversary Proceeding.

WorldCom argues that since the OneStar Trustee is the successor in
interest to OneStar, the WorldCom Plan and all its provisions bind
him since the WorldCom Confirmation Order was a final order
binding upon OneStar.  However, according to Judge Gonzalez, even
though the OneStar Trustee is a successor in interest to the
causes of actions and judgments of OneStar, the avoidance actions
at issue were never an interest in property of OneStar, but rather
belong to OneStar's creditors.

Judge Gonzalez held that the OneStar Trustee may assert the
avoidance actions on behalf of OneStar's creditors since OneStar
never had an interest in those causes of actions and could not
bind the OneStar Trustee from pursuing them.  "Although the
OneStar Trustee is bound by the WorldCom Plan in pursuing causes
of action derivative of OneStar's rights and interests, such
binding effect does not apply to the OneStar Trustee's pursuit of
causes of actions for the benefit of the estate's creditors.
Consequently, the parties' remaining arguments concerning the
applicability of the WorldCom Plan's provisions to the
OneStar Trustee's claims need not be addressed."

Accordingly, the New York Bankruptcy Court denied WorldCom's
request.

Judge Gonzalez ruled that the OneStar Trustee may pursue the
Adversary Proceeding as filed.  He noted that the OneStar Trustee
is not otherwise bound by the WorldCom Plan to adjudicate any
administrative expense claim before the Court, however the parties
are directed to submit briefs regarding whether the Code requires,
based upon the current status of the administration of this case,
a request for payment of an administrative expense claim be sought
before the New York Court.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 127; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PARMALAT SPA: To Award Investors 10.5 Million Shares in Settlement
------------------------------------------------------------------
Parmalat said in a statement that the Southern District of New
York has on March 2, 2009 approved the settlement reached by
Parmalat S.p.A. with class plaintiffs, and has certified the
class, inclusive of all its members world-wide and for all claims,
vis-a-vis Parmalat S.p.A.  Parmalat will deliver 10.5 million
Parmalat shares as total and final consideration for the
settlement, to be issued and delivered within 30 days from when
the order becomes final.

According to David Glovin of Bloomberg, Parmalat Finanziaria SpA
filed Italy's biggest bankruptcy in December 2003, later
disclosing more than EUR14 billion ($22 billion) of debt after
what investors claimed was a lengthy fraud.  The successor company
shortened its name to Parmalat SpA. Parmalat investors lost as
much as $8 billion and consequently sued Parmalat, its banks and
auditors over the company's implosion.

U.S. District Judge Lewis Kaplan in New York approved the
settlement.  Bloomberg said that the 10.5 million shares award to
investors is a partial settlement of the "massive worldwide fraud"
lawsuit.  James Sabella, the plaintiffs' lawyer revealed that the
shares in Parmalat S.p.A. closed at EUR1.478, making the pact
worth about EUR15.5 million ($19.5 million) and adds that,
thousands of Parmalat stockholders and bondholders will share in
the award.

Bloomberg states that Judge Kaplan said the lawyers deserve a
significant fee for taking on a fraud case of this complexity and
thus awarded investor lawyers 18.5% of the Parmalat shares and
$9.25 million for resolution of the legal claims against
FirstBoston and BNL.  Lawyers for the investors said they've
expended about $56 million worth of legal time against all the
defendants in the case.

Bankruptcy Law360 reports that the settlement is on top of a $50
million agreement approved a year and a half ago. Bankruptcy
Law360 also relates that Judge Kaplan approved roughly $13 million
in attorneys' fees and more than $4.1 million in expenses related
to the securities fraud class action.

                   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: District Court Rejects Deloitte's Bid to Appeal
-------------------------------------------------------------
Bankruptcy Law360 reports that Judge Lewis Kaplan of the U.S.
District Court for the Southern District of New York squashed the
hopes of Deloitte Touche Tohmatsu and its U.S. subsidiary for an
interlocutory appeal in a securities fraud class action against
Parmalat SpA and its financial and accounting advisers.  Judge
Kaplan issued a firm ruling Monday denying DTT's motion to certify
an interlocutory appeal, Bankruptcy Law360 says.

In January, Judge Kaplan denied Deloitte Touche Tohmatsu, Deloitte
& Touche LLP, and former Deloitte CEO James Copeland's motion for
summary judgment dismissing the complaint filed by investors of
Parmalat S.p.A. and its affiliates.

The Parmalat Investors seek damages against Parmalat's accountants
and banks, including Deloitte US, for a massive fraud that
involved the understatement of Parmalat's debt by nearly
$10,000,000,000, and the overstatement of its net assets by
$16,400,000,000.

The claims against Deloitte US arise from a liability for the
alleged fraud of Deloitte Italy, one of Parmalat's former
auditors.  Deloitte Italy has not joined in the summary judgment
motion.

The Deloitte defendants moved for summary judgment dismissing
plaintiffs' claims, or, in the alternative, a summary judgment
determining that they are not jointly and severally liable
pursuant to Section 21D(f)(2)(A) of the Private Securities
Litigation Reform Act of 1995.

Judge Kaplan opined that although the allegations were made
against Deloitte Italy and not the Deloitte Defendants, he will
not dismiss the Parmalat Investors' complaint.  He said that the
facts supporting the Deloitte Defendants' assertion that they
were not involved in the fraud by Deloitte Italy was
inconclusive.

"Obviously, we are disappointed in the Judge's decision, but we
are confident of victory at any trial of this matter," the
Deloitte Defendants told the press.  "As the Court pointed out,
the evidence presented by the Deloitte defendants would support a
jury verdict in their favor, but for purposes of summary
judgment, it was 'obliged to view the evidence in the light most
favorable to the plaintiffs,' and therefore could not grant the
motion 'as a matter of law."

"This is huge," the Wall Street Journal quoted Stuart Grant, Esq.,
at Grant & Eisenhoff, the investors' counsel, as saying.
Accounting firms, Mr. Grant continued, often assert that their
foreign affiliates are legally separate, thus limiting the asset
pool available to investors who file suit.  "They always argue
that you can't pursue the worldwide organization, sometimes
successfully," Mr. Grant noted.

A full-text copy of Judge Kaplan's January ruling is available at
no charge at: http://bankrupt.com/misc/ParmaMDLDelUSMoDenied.pdf

In an action against Citigroup Inc. in Bergen County Superior
Court in New Jersey, Judge Jonathan Harris has denied Parmalat's
motions for a new trial of Parmalat's claim against Citigroup.
The New Jersey Superior Court also has denied Parmalat's request
for dismissal of the counterclaims against it.

Parmalat stated that the case is proceeding to appeal.

Citigroup is currently involved in three proceedings:

(1) a committal to trial in Parma, Italy, for its alleged
     co-liability in the fraudulent bankruptcy at Parmalat;

(2) another criminal proceeding in Milan, Italy, for alleged
     market rigging; and

(3) in a further trial for damages before the New Jersey
     Court.

                    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, Issue No. 110; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PATRIOT HOMES: U.S. Trustee Appoints 11-Member Creditors Committee
------------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10,
appointed  11 creditors to serve on the Official Committee of
Unsecured Creditors in Patriot Homes, Inc., and its debtor-
affiliates' Chapter 11 cases.

The Creditors Committee members are:

     a)  Grant R. Brooker - Co-Chairperson
         General Counsel
         Bennett Truck Transport, LLC
         1001 Industrial Parkway
         McDonough, GA 30253
         Tel: (770) 957-1866 ext. 779
         Fax: (678)569-1265
         email: grant.brooker@bennettig.com

     b)  Craig Smith
         Esco Industries
         1701 Conant Street
         Elkhart, IN 46516
         Tel: (574) 522-4500
         Fax: (574) 522-0900
         email: craigsmith@escoindustries.com

     c)  Jeff Miller
         Acting Controller
         BBC Distribution, LLC
         426 N. Main Street
         Elkhart, IN 46516
         Tel: (574) 389-5400
         Fax: (574)389-5463
         email: jeff@myreach360.com

     d)  Chris Kintzele
         C.E.O.
         Alpha Systems
         5120 Beck Drive
         Elkhart, IN 46516
         Tel: (574) 295-5206
         Fax: (574) 970-2703
         Email: ckintzele@alphallc.us

     e)  Russ Chappell
         President
         Basic Components Inc.
         1201 S. Second Ave.
         Mansfield, TX 76063
         Tel: (817) 473-7224
         Fax: (817)473-3388
         email: rchappell@basiccomp.com

     f)  Wayne Hunnell
         President
         Continental Axle
         185 Rural Ave.
         Washington, PA 15301
         Tel: (412) 780-0900
         Fax: (724)249-2084
         email: whunnell@comcast.net

     g)  Steve Tomlinson - Co-Chairperson
         Corporate Credit Manager
         Patrick Industries, Inc.
         107 W. Franklin Street
         Elkhart, IN 46515
         Tel: (574) 206-7748
         Fax: (574)524-7748
         email: tomlinss@patrickind.com

     h)  Clifford C. Mentrup
         Senco Products, Inc.
         8485 Broadwell Road
         Cincinnati, OH 45244
         Tel: (513) 388-2523
         Fax: (513) 388-3161
         email: Cmentrup@GFSBrands.com
                cmentrup@globalfasteningsolutions.com

     i)  Keith Burch
         General Manager
         Dave Carter & Associates Inc.
         1136 Verdant Drive
         Elkhart, IN 46516
         Tel: (574) 522-2857
         Fax: (574)522-1528
         email: Kburch@davecarter.com

     j)  James Gaston, Sr.
         6277 Hwy. 612
         Lucedale, MS 39452
         c/o Nathaniel Peter Holzer
         Jordan, Hyden, Womble, Culbreth
         & Holzer, P.C.
         500 North Shoreline Dr. Suite 900
         Corpus Christi, TX 78471
         Tel: (361) 884-5678
         Fax: (361)888-5555
         email: pholzer@jhwclaw.com

     k)  Wendy Gaston-Green
         6277 Hwy. 612
         Lucedale, MS 39452
         c/o Nathaniel Peter Holzer
         Jordan, Hyden, Womble, Culbreth & Holzer, P.C.
         500 North Shoreline Dr. Suite 900
         Corpus Christi, TX 78471
         Tel: (361) 884-5678
         Fax: (361) 888-5555
         email: pholzer@jhwclaw.com

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq., at Laderer & Fischer,
reresents the Official Committee of Unsecured Creditors as
counsel.  In its schedules, Patriot Homes disclosed total assets
of $1,715,900 and total debts of $17,918,377.


PATRIOT HOMES: May Sell Personal Property at Alabama Facility
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
granted Patriot Homes, Inc., and its debtor-affiliates, permission
to sell certain personal property of the Debtors' Alabama
facility, free and clear of all liens, claims, and encumbrances.

As reported in the Troubled Company Reporter on Feb. 3, 2009, the
Debtors told the Court that they have ceased operations at this
facility.  As part of the agreement to use cash collateral, Wells
Fargo Business Credit, which holds the security interest in the
personal property, has consented to the sale.

The auction of the personal property will be conducted by Fulton
Auction & Realty Co., Inc.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq., at Laderer & Fischer,
represents the Official Committee of Unsecured Creditors as
counsel.  In its schedules, Patriot Homes disclosed total assets
of $1,715,900 and total debts of $17,918,377.


PETROHAWK ENERGY: Share Issuance Won't Affect Moody's 'B2' Rating
-----------------------------------------------------------------
Moody's commented that Petrohawk Energy Corporation's (HK)
announcement that it had issued 22 million shares of equity for
approximately $400 of proceeds would have no immediate impact on
HK's B2 corporate family rating or B3 (LGD 4; 69%) senior
unsecured note rating, and negative outlook.  For more
information, please see the issuer comment posted on Moodys.com.

Moody's last rating action for Petrohawk dates from January 22,
2009, at which time Moody 's assigned ratings to its new notes
offering, affirmed existing ratings, and changed the outlook to
negative from stable.

Petrohawk Energy Corporation is headquartered in Houston, Texas
and is engaged in the exploration, production, acquisition, and
exploitation of oil and natural gas.


PHILADELPHIA NEWSPAPERS: Wants Dilworth Paxson as Co-Counsel
------------------------------------------------------------
Philadelphia Newspapers, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to employ Dilworth Paxson LLP as co-counsel.

Dilworth will:

   a) provide the Debtors with legal services with respect to
      their powers and duties as debtors-in-possession;

   b) prepare on behalf of the debtors or assist the Debtors in
      preparing all necessary pleadings, motions, applications,
      complaints, answers, responses, orders, United States
      Trustee reports and other legal papers;

   c) represent the Debtors in any matter involving contests with
      secured or unsecured creditors, including the claims
      reconciliation process;

   d) assist the Debtors in providing legal services required to
      prepare, negotiate and implement a plan of reorganization;
      and

   e) perform all other legal services for the Debtors which
      may be necessary herein, other than those requiring
      specialized expertize for which special counsel, if
      necessary, may be employed.

The Debtors relate that Dilworth and co-counsel Proskauer Rose
will ensure that their services are not duplicative.

Dilworth professionals' hourly rates are:

     Larry G. Michael                    $675
     Anne M. AAronson                    $325
     Scott J. Freedman                   $290
     Jennifer L. Maleski                 $290
     Catherine G. Pappas                 $215

Mr. Michael, a partner at Dilworth, adds that the firm received an
advanced payment for the filing of the Debtors' Chapter 11
petitions in the approximate amount of $110,000.  Dilworth also
received $643,886 within the past 90 days on account of other
matters in which Dilworth represents or represented one or more of
the Debtors.

As of Feb. 22, 2009, the Debtors owed Dilworth approximately
$650,000 on account of services provided.

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

Mr. Michael can be reached at:

      Dilworth Paxson LLP
      1500 Market St. 3500E
      Philadelphia, PA 19102
      Tel: (215) 575-7000
      Fax: (215) 575-7200

                 About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products. The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204). Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the Debtors' local counsel.  Garden City Group,
Inc., is the Debtors' notice, claims and solicitation agent.  The
Debtors' financial advisor is Jefferies & Company Inc.  The
Debtors listed $100 million to $500 million in assets and
$100 million to $500 million in debts.


PHILADELPHIA NEWSPAPERS: U.S. Trustee Forms Three-Member Committee
------------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Philadelphia Newspapers LLC and its debtor-
affiliates.

The members of the Committee are:

   1) United Brotherhood of Carpenters & Joiners of America
      Attn: David Costello
      1803 Spring Garden Street
      Philadelphia, PA 19130
      Tel: (215) 901-3270
      Fax: (215) 569-0263

   2) Communications Workers of America
      Attn: Daniel J. Gross
      The Newspaper Guild Local #3801
      1329 Buttonwood Street
      Philadelphia, PA 19123
      Tel: (215) 928-0118
      Fax: (215) 928-9177

   3) Airlie Opportunity Master Fund, LTD.
      Attn: Joshua Blue Eaves
      115 East Putnam Avenue
      Greenwich, CT 06830
      Tel: (203) 661-6200
      Fax: (203) 661-0479

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 Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.  Philadelphia Newspapers and its debtor-affiliates
filed for Chapter 11 bankruptcy protection on February 22, 2008
(Bankr. E.D. Pa. Case No. 09-11204).  Proskauer Rose LLP is the
Debtors' bankruptcy counsel, while Lawrence G. McMichael, Esq., at
Dilworth Paxson LLP is the local counsel.  The Debtors' financial
advisor is Jefferies & Company Inc.  The Debtors listed assets and
debts of $100 million to
$500 million.


PHOENIX COS: S&P Downgrades Counterparty Credit Rating to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Phoenix Cos. Inc. to 'BB' from
'BB+'.  S&P also lowered its counterparty credit and financial
strength ratings on Phoenix Cos. Inc.'s operating subsidiaries--
Phoenix Life Insurance Co., PHL Variable Insurance Co., and AGL
Life Assurance Co. -- to 'BBB' from 'BBB+'.  At the same time,
Standard & Poor's removed the ratings from CreditWatch, where they
had been placed with negative implications on Feb. 10, 2009.  The
outlook is negative.

"We lowered our ratings to reflect Phoenix's weakened competitive
position, as evidenced by declining life insurance sales and new
annuity deposits," said Standard & Poor's credit analyst Adrian
Pask.

Standard & Poor's ratings reflect the weaker statutory operating
performance at the lead insurance company, reduced financial
flexibility, and reduced capital at PLIC.  Its statutory net gain
from operations was lower in 2008 than in the past few years.  The
workforce reduction, which was announced during Phoenix's earnings
call, will result in lower personnel expenses and may have a
secondary effect--a reduction in Phoenix's ability to originate
new business, which could put further pressure on its competitive
position.


PILGRIM'S PRIDE: Seeks 1st Exclusivity Extension to Sept. 30
------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division to
extend their exclusive period to file a chapter 11 plan through
and including September 30, 2009 and solicit acceptances through
and including November 30, 2009.

Pilgrim's Pride said that the extension will afford them a full
and fair opportunity to propose a consensual plan and solicit
acceptances of the plan without deterioration and disruption.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, tells the Court that the Debtors' cases are both
large and complex, with liabilities of approximately
$3,000,000,000.

Even though these cases are only three months old, the Debtors
have already made significant progress in these chapter 11 cases,
Mr. Youngman avers.

The Debtors are formulating a business plan and are evaluating and
implementing various operational restructuring alternatives.
Nonetheless, significant unresolved contingencies still exist,
like the determination of outstanding claims against the Debtors,
resolution of several material non-bankruptcy lawsuits, and
completion of the analysis of the Debtors' unexpired leases and
executory contracts, Mr. Youngman explains.

The Debtors are not seeking an extension of the Exclusive Periods
to delay creditors or force them to accede to their demands.  In
fact, operational restructuring has already proceeded on a fast
track, and the Debtors intend to formulate a plan as soon as
practicable.

In light of ongoing efforts to finalize which leases and contracts
will be assumed or rejected, and to quantify the Debtors'
potential exposure to the different types of claims that may be
filed against the estates and the value of its remaining assets
for distribution to creditors, additional time is needed for the
Debtors to develop and negotiate a plan of reorganization and
prepare a disclosure statement that contains adequate information
under Section 1125 of the Bankruptcy Code, Mr. Youngman asserts.

According to Mr. Youngman, the extension of the Exclusive Periods
will increase the likelihood of a greater distribution to the
Debtors' stakeholders by facilitating an orderly, efficient and
cost-effective plan process for the benefit of all creditors.
Termination of the Exclusive Periods, on the other hand, could
significantly delay, if not completely undermine the Debtors'
ability to confirm any plan in these cases.

Judge D. Michael Lynn will convene a hearing to consider the
exclusivity Motion on March 24, 2009 at 10:30 a.m., Eastern Time.
Responses will be due by Marcy 17, 4:00 p.m., Eastern Time.

                   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: Names Jerry Wilson as Sales & Marketing VP
-----------------------------------------------------------
Pilgrim's Pride Corp. has appointed Jerry D. Wilson as executive
vice president of sales and marketing, subject to approval of the
United States Bankruptcy Court for the Northern District of Texas.
He will join the company immediately on an interim basis.

Mr. Wilson brings 29 years of poultry industry experience to his
new role.  He previously served nine years as vice president of
sales and marketing for Keystone Farms LLC, a privately owned
poultry producer based in Huntsville, Alabama.  Prior to that, he
spent seven years as vice president of sales and marketing with
Seaboard Farms, Inc., a poultry producer based in Athens, Georgia.
He also has held operations, quality assurance and management
positions with Simmons Foods and Sanderson Farms.

"Jerry is a proven leader with considerable experience in building
a customer-focused culture," said Don Jackson, president and chief
executive officer.  "As Pilgrim's Pride moves toward a market-
driven business model, Jerry will play an integral role in making
sure that we capitalize on our growth opportunities and exceed our
customers' expectations."

As previously announced, the Company filed voluntary Chapter 11
petitions on December 1, 2008.  The Chapter 11 cases are being
jointly administered under case number 08-45664.  The Company's
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.

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)


PLIANT CORP: Wants to Hire McMillan LLP as Canadian Counsel
-----------------------------------------------------------
Pliant Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ McMillan LLP as Canadian counsel.

McMillan will:

   a) prepare an application for relief pursuant to Section 18.6
      of the CCAA for the Canadian debtors;

   b) prepare motions and other court papers, documents and
      agreements that may be called for under the Canadian
      proceedings in connection with the Chapter 11 cases;

   c) represent the Debtors and prepare for all attendant court
      appearances and out-of-court planning and negotiations to
      the Canadian Debtors;

   d) negotiate, prepare and prosecute any relief with respect to
      the Canadian Debtors related to Chapter 11 plans and
      related solicitation and disclosure statements and other r
      related documents; and

   e) otherwise represent the Debtors, together with the Debtors'
      primary bankruptcy counsel, Sidley Austin LLP, in all
      aspects of these cases related to the Canadian Debtors.

Wael Rostom, a partner at McMillan tells the Court that the firm's
standard hourly rates for professionals are:

    Lawyers              $260 - $722
    Paralegal            $100 - $240

Mr. Rostom adds that McMillan has received $202,559 for the
prepetition services and related expenses.  In addition, McMillan
received an evergreen retainer of $75,000.  McMillan has applied,
after reconciliation, $66,930 for additional fees and expenses
related to prepetition services and expenses.

McMillan has also received a $17,142 retainer for services of
local counsel retained by McMillan to perform services required
under the term of the proposed debtor in possession financing.

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

Mr. Rostom can be reached at:

     McMillan LLP
     Brookfield Place, Suite 4400
     181 Bay Street
     Toronto, Ontario
     Canada M5J 2T3
     Tel: (416) 865-7000
          1-888-622-4624 (Toll-free)
     Fax: (416) 865-7048

                        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.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case
Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
As of September 30, 2008, the Debtors had $688,611,000 in total
assets and $1,032,631,000 in total debts.


PLIANT CORP: Wants to Hire Sidley Austin as Bankruptcy Counsel
--------------------------------------------------------------
Pliant Corporation and its affiliated debtors applies for
permission from the United States Bankruptcy Court for the
District of Delaware to employ Sidley Austin LLP as general
reorganization and bankruptcy counsel.

Sidley Austin will:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their business;

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

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

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

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

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

   g) provide legal advice and representation with respect to
      various obligations of the Debtors and their directors and
      officers and matter involving the fiduciary duties of the
      Debtors and their officers and directors;

   h) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and the issuance of corporate securities, matters relating
      to corporate governance, and the interpretation,
      application or amendment of the Debtors' organizational
      documents, including their articles of incorporation,
      bylaws, material contracts;

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

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

Larry J. Nyhan, partner at Sidley Austin LLP, tells the Court that
the hourly rates of Sidley's bankruptcy and other professionals
and paraprofessionals expected to render services on the Chapter
11 cases range from $90 to 925 per hour.

Mr. Nyhan adds that prior to the petition date, Sidley Austin
received an advance payment retainer of $300,000, which was
supplemented by a further advance payment of $250,000, in
connection with preparing for the filing of these Chapter 11 cases
and for its proposed postpetition representation of the Debtors.
As of the petition date, Sidley held an advance payment retainer
of $550,000.

In addition to the advance payment retainer, Sidley Austin
received $1,547,571 in fees and $15,890 in expenses from the
Debtors within 1 year prior to the petition date on account of
legal services rendered in contemplation of or in connection with
these Chapter 11 cases.

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

Mr. Nyhan can be reached at:

     Sidley Austin LLP
     One South Dearborn
     Chicago, IL 60603
     Tel: (312) 853-7000
     Fax: (312) 853-7036

                        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.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case
Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
As of September 30, 2008, the Debtors had $688,611,000 in total
assets and $1,032,631,000 in total debts.


PLIANT CORP: Taps Sonnenschein Nath & Rosenthal as Special Counsel
------------------------------------------------------------------
Pliant Corporation and its affiliated debtors ask the United
States Bankruptcy Court for the District of Delaware for authority
to employ Sonnenschein Nath & Rosenthal LLP as special counsel.

SNR will provide general legal matters, including, but not limited
to, labor and employment, benefits, environmental, corporate,
litigation and immigration matters.  SNR will also assist the
Debtors in other non-bankruptcy related matters which may arise in
these Chapter 11 cases in the ordinary course of business of the
Debtors' operations.

The Debtors relate that Sidley Austin LLP and SNR will confer on
certain matters in order to minimize duplicative efforts and
billing.

SNR's billing rates range from approximately $190 to $985 per hour
for lawyers and other professionals and from approximately $125 to
$360 per hour for paraprofessionals.

SNR received approximately $2,120,200 within the year prior to the
petition date on account of services rendered with regard to
certain of the general legal matters.

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

SNR can be reached at:

     4520 Main Street, Suite 1100
     Kansas City, MO  64111-7700
     Tel: (816) 460-2400
     Fax: (816) 531-7545

                        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.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case
Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
As of September 30, 2008, the Debtors had $688,611,000 in total
assets and $1,032,631,000 in total debts.


QIMONDA N.A.: Sets Machinery for Auction of Virginia Plant
----------------------------------------------------------
Qimonda North America Corp. is filing papers setting up machinery
for the auction and sale of its plant in Sandston, Virginia, that
makes DRAM chips from 200-millimeter and 300-millimeter wafers,
Bloomberg's Bill Rochelle said.

According to Bloomberg, Qimonda N.A., also wants the ability to
sell particular assets or equipment for less than $100,000 without
court permission.  For assets fetching between $100,000 and
$1 million, Qimonda wants authority to sell so long as it has
given notice to the official creditors' committee and no one
objects.

QNA, parent of Qimonda Richmond LLC, said it intends to locate a
purchaser for all of QR's assets and consummate a transaction.

"The Debtors believe that QR's Richmond, Virginia operation is a
state-of-the-art facility and could be a valuable asset to a
strategic purchaser," says Miriam Martinez, president and chief
financial officer of QNA. "In addition, the Debtors' other
assets, including its customer lists and equipment, are
potentially valuable properties that can be sold to a strategic
purchaser."

QNA, according to Ms. Martinez, may separate from QR and be
included in the sale or reorganization of Germany-based parent
Qimonda AG.

                        About Qimonda N.A.

Qimonda North America Corp. and Qimonda Richmond LLC are U.S.
subsidiaries of German semiconductor memory product maker Qimonda
AG.  QNA is the North American sales and marketing subsidiary of
QAG and all its subsidiaries and is also the parent of Qimonda
Richmond.  QR performs part of the manufacturing of products sold
by the Global Company.

QNA and QR filed for Chapter 11 on February 20 (Bankr. D. Del.,
Lead Case No. 09-10589). Mark D. Collins, Esq., at Richards Layton
& Finger PA, has been tapped as counsel. In its bankruptcy
petition, QNA estimated assets and debts of more than $1 billion

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA). The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs. Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG, filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.


QUICKSILVER RESOURCES: S&P Cuts Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Quicksilver Resources Inc. to 'B' from 'B+'.  The
outlook is negative.

In addition, Standard & Poor's lowered the issue-level rating on
the company's senior notes, second-lien term loan, and senior
subordinated notes to 'CCC+' (two notches below the corporate
credit rating) from 'B-'.  The recovery rating is 6, indicating
negligible (0%-10%) recovery in the event of a default.  As of
Dec. 31, 2008, Fort Worth, TX-based, Quicksilver had more than
$2.6 billion in debt.

"The rating actions reflect ongoing concerns that Quicksilver's
credit metrics due to its high debt burden will weaken in 2009 and
worsen markedly in 2010 if prices do not improve," said Standard &
Poor's credit analyst Amy Eddy.  "Despite the fact that more than
70% of its natural gas production is hedged in 2009, Quicksilver's
meaningful debt levels and lower commodity price environment will
heavily weigh on the company's ability to remain in compliance
with its four financial covenants in 2009."  In addition, with
more than 70% outstanding under its
$1.2 billion borrowing-based revolving line of credit, liquidity
could tighten, as a result of any borrowing base redeterminations.

The ratings on Quicksilver reflect its highly leveraged financial
profile, limited covenants cushion, and a highly cyclical and
capital-intensive industry.  The ratings also reflect the
company's competitive cost structure as well as good internal
growth prospects.

The outlook is negative.  S&P could lower the rating if the
company's availability on its borrowing base decreases materially
from current levels due to increased use or due to a reduction in
the facility.  S&P could stabilize the rating if S&P gain greater
clarity on whether or not the company will receive an affirmation
of its borrowing base at its next redetermination and that the
company will be able to meet compliance with all four of its
financial covenants.


REGENCY ENERGY: Alinda Joint Venture Won't Affect Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service said that Regency Energy Partners LP's
ratings (Ba3 Corporate Family Rating, Ba3 Probability of Default
Rating and B1 senior unsecured note rating) and negative outlook
are not affected by the planned joint venture formation with
Alinda Capital Partners LLC and General Electric Capital
Corporation to fund the construction of the $650 million Regency
Intrastate Gas expansion in the Haynesville shale region.

The last rating action on Regency was an affirmation of the
company's Ba3 Corporate Family Rating with a negative outlook on
September 11, 2008.

Headquartered in Dallas, Texas, Regency Energy Partners LP is a
publicly traded master limited partnership engaged in natural gas
gathering, processing, and transportation.


RELIANT ENERGY: To Sell Texas Retail Unit to NRG for $287.5MM
-------------------------------------------------------------
Reliant Energy has reached an agreement to sell its Texas retail
business to NRG Energy for $287.5 million in cash plus working
capital.

"This transaction creates value for our shareholders and
eliminates the capital requirements of the retail business," said
Mark Jacobs, president and chief executive officer of Reliant
Energy.  "Going forward, Reliant will be well positioned, with a
diversified portfolio of generating assets, a strong balance sheet
and ample liquidity.  Our board of directors continues to examine
ways to enhance shareholder value and this sale represents an
important milestone in the strategic alternatives process."

Reliant Energy will continue to own a well-diversified portfolio
of more than 14,000 megawatts of power generation assets.  As of
February 13, the company had available liquidity of $2.0 billion,
comprised of $1.5 billion in cash and $0.5 billion of unused
credit facilities capacity.  On a pro-forma basis, gross debt is
expected to be approximately $3 billion.

The closing of the sale, which is expected to occur in the second
quarter of 2009, will resolve the litigation regarding Reliant's
credit arrangements with Merrill Lynch.

Net proceeds will be offered to secured debt holders to reduce
outstanding debt.  The sale is subject to customary closing
conditions, including Hart-Scott-Rodino review.

Reliant Energy's 1.8 million customers in Texas will continue to
be served under their existing contracts.  Employees who primarily
support the retail business will be transferred to NRG.  The
transaction also includes the company's brand name, Reliant
Energy.  Following the closing of the sale, the company will adopt
a new name which has not yet been determined.

"I'm proud of the work that the Reliant Energy team has done to
create an industry-leading retail franchise," added Mr. Jacobs.
"We are committed to working together with NRG to ensure a
seamless transition for our customers."

Morgan Stanley and Goldman Sachs are serving as financial advisors
to Reliant Energy.

                            About NRG

Headquartered in Princeton, NRG Energy, Inc., owns and operates
power generating facilities, primarily in Texas and the northeast,
south central and western regions of the United States.  NRG also
owns generating facilities in Australia and Germany.

               About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.


RITZ CAMERA: Accepts GOB, Going Concern Offers for Boating Stores
-----------------------------------------------------------------
Ritz Camera Centers Inc. began the process of liquidating some of
its stores, specifically its boating stores chain.

Ritz is the largest specialty camera and image chain in the
United States.  The Debtor operates approximately 800 photo stores
in over 40 states throughout the country.  The chain of Photo
Stores, includes Ritz Camera, Wolf Camera, Kits Cameras, Inkley's
and The Camera Shop.  Ritz also operates a chain of 130 boating
stores, under the name "Boater's World Marine Centers", which sell
fishing, boating and water sport products.

According to Karen M. McKinley, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., the Debtor has determined that it is
critical to its long-term viability and successful reorganization
to exit the Boater's World business, and to sell the Boater's
World business or assets, simultaneously seeking going concern and
other (i.e., liquidation) bids, and/or a combination of the
foregoing, or on such other terms that will provide the Debtor's
estate with the greatest recovery.

The Debtor has also determined, in its business judgment that the
net proceeds of the sale of the Boater's World Assets will be
maximized by soliciting bids for a "stalking horse" purchaser and
then conducting an auction to sell the Boater's World Assets to
the bidder making the highest or best bid.  The Debtor proposes
this timeline to effectuate the sale transaction(s):

  Event                                            Date
  -----                                            -----
Deadline to object to bidding procedures     March 9, 2009 at
                                             12:00 noon (EST)

Hearing to approve bidding procedures        March 10, 2009 at
                                             2:00 p.m. (EST)

Deadline to submit bids                      March 16, 2009 at
                                             12:00 noon (EST)

Auction                                      March 17, 2009 at
                                             10:00 a.m. (EST)

Deadline to object to sale                   March 12, 2009 at
                                             4:00 p.m. (EST)

Hearing to approve sale                      March 19, 2009 at
                                             2:00 p.m. (EST)

The Debtor seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to conduct an auction for all types of bids
for all or substantially all of its Boater's World Assets,
including, but not limited to, Bids for: (a) the Debtor's retail
locations and leaseholds (which may include Bids for
"designation rights" for some or all of the Debtor's leasehold
interests); (b) goods and merchandise, or agency rights for the
disposition of such assets, including the right to augment
the Debtor's inventory interests; or (c) in intellectual property
and other intangibles.

The Debtor, with the cooperation of its professional advisors, has
already begun to solicit expressions of interest in the Boater's
World Assets.  The Debtor anticipates that some bids received will
include proposals for "store closing" sales for the assets located
in the Boater's World Stores.  The Debtor proposes that any Store
Closing Sales in connection with any bid would commence as early
as the first day following the entry of an order approving such
transaction, in order to stem the incurrence of unnecessary
administrative obligations under the Boater's World leases,
among other potential administrative expense obligations.

Accordingly, as part of the sale process, the Debtor will seek
authority to enter into an asset purchase agreement, liquidation
agency agreement or consulting agreement, as the circumstances may
dictate based on the nature of the bids, which will allow the
successful bidders from the Auction to serve as the Debtor's agent
in conducting Store Closing Sales at the Boater's World Stores.
Any Store Closing Sales will be conducted in a manner consistent
with the Store Closing Sales Procedures, which procedures and
guidelines are typical of and consistent with the procedures
approved in this jurisdiction in previously filed chapter 11
cases.

The Debtor also recognizes that in the event the Successful
Bidder's winning bid contemplates a going concern transaction,
whether in whole or in part, including the requirement that the
Debtor assume and assign any executory contract or unexpired lease
to the successful Bidder, the Debtor must satisfy its obligations
under Section 365 of the Bankruptcy Code.  Any order approving the
Bid Procedures will, therefore, also accommodate the requirement
for the Debtor to supply any affected contract counter-parties and
affected landlords with notice of the identity of the Successful
Bidder, any proposed use of the leased premises, and the ability
of the Successful Bidder to provide adequate assurance of future
performance, as well as the ability of any affected landlord(s) to
conduct expedited discovery with respect thereto.  Between the
filing of this Motion and the hearing to be held in connection
with the approval of the Bid Procedures, the Debtor intends to
work with its landlord community in an effort to arrive at a
series of consensual procedures that address each of these
issues.

                         About Ritz Camera

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


SANTA ROSA BAY BRIDGE: Moody's Cuts Rating on Bonds to 'B3'
-----------------------------------------------------------
Moody's Investors Service has downgraded the rating for the Santa
Rosa Bay Bridge Authority's (FL) Revenue Bonds, Series 1996, to B3
from B2, and revised the outlook to negative from stable.  The
downgrade is based on a significant 13.6% decrease in FY2008
(based on the FL Department of Transportation's June 30 fiscal
year) traffic, a slight decline in revenues despite the 33% rate
increase, and projections that show depletion of the debt service
reserve within the next several years.  The authority began
drawing on its DSRF in 2002, with no notable replenishment.  The
authority has not been able to maintain indenture covenanted debt
service coverage of 1.2 times, putting the bonds in technical
default.  The negative outlook is based on the continued 11%
decrease in traffic year to date, and the expectation that traffic
will be slow to recover in the region given the economic slowdown.

Legal Security: Gross toll revenues of the 3.5-mile Garcon Point
Bridge and a debt service reserve fund secure the bonds.  The DSRF
was $6.7 million at June 30, 2007, and based on
Moody's calculations, is currently estimated at approximately $5.9
million.  Operations and maintenance of the bridge are funded by
the Florida Department of Transportation.

Interest Rate Derivatives: None

                            Strengths

* Gross revenue pledge; per the lease purchase agreement O&M
  expenses are paid by FDOT

* While the DSR has been drawn down significantly, it has an
  estimated balance of $5.9 million, which can be used to offset
  revenue shortfalls in the near term

                            Challenges

* Traffic decreased a sharp 13.6% in FY2008, eliminating
projected revenue growth from a 33% rate increase and putting
negative pressure on the authority's already weak financial
position; the authority was forced to withdraw funds from the
DSRF to make its July 2007 semi-annual debt service payment,
and was required to make a withdrawal in 2008 as well

* Annual debt service payments escalate rapidly through life of
  bonds

* The July 1, 2007 toll increase to $3.50 from $3.00 (round-trip
  fare of $7.00) gives drivers further incentive to use the
Pensacola Bay Bridge to the west (no toll) and highway 87 to
the east

* Based on year-to-date traffic trends and cash flow projections,
a debt service payment default is likely within the next
several years

* Increased competition from Route 87 following its widening to
  four lanes from two (construction is scheduled to be completed
  in 2011)

                       Recent Developments

The 3.5-mile Garcon Point Bridge spans Pensacola Bay and connects
Garcon Point to the north and Redfish Point to the south.  It
provides access to Gulf Breeze and other areas on the peninsula
from areas north and east of Pensacola Bay.  The Santa Rosa Bay
Bridge Authority, established in 1984, oversaw the construction of
the bridge, which opened on May 14, 1999.  Original traffic
forecasts were grossly overestimated causing less-than-expected
toll revenues and a strain on the authority's finances from the
first year of operation.  For example, URS Consultant's initial
revenue forecasts in 1996 for the first five full years of
operations were roughly 90% over actual revenue figures, which
equaled between $2.5 and $3.3 million each year.  Updated traffic
forecasts over the last few years have proven to be inflated as
well, exacerbating the authority's financial problems.

The Garcon Point Bridge's traffic volume, from July 1, 2007
through June 30, 2008, decreased 13.6% from the prior year period
due to increased rates, high gas prices, and the slowing national
economy.  As a result, revenues declined 0.5% during the period,
despite a 33% rate increase effective July 1, 2007.  Total
estimated revenues were $4.8 million, providing only 0.80 times
coverage of debt service ($6 million).  The last reported draw
from the debt service reserve fund was in 2007, however based on
the cash flows, Moody's expects an additional withdrawal was
likely in 2008, and estimates the current balance at $5.9 million.

Per the 2008 recommendation of URS Corporation, there was no
additional toll increase in 2008 -- despite a projected revenue
shortfall -- due to the high likelihood that another increase
would further divert traffic from the toll road.  Traffic levels
year to date show a continued 11% decrease, resulting in a 10%
decrease in revenues.  If these trends continue through the year,
annualized cash flows project 2009 coverage would be 0.73x,
requiring a further draw on the debt service reserve.  At this
rate of withdrawal, the debt service reserve may be fully depleted
within the next several years.

The Garcon Point Bridge has significant competition from free
alternatives SR 87, the Pensacola Bay Bridge, and I-10, however
construction on these routes in the past several years has
positively affected traffic flow over the Garcon Point Bridge.
The widening to four lanes from two of SR 87 east of Garcon Point
Bridge has been a short-term benefit, but in the long term, the
newly expanded highway will provide competition and divert traffic
from the bridge since it will be a more affordable route to areas
east and north of Gulf Breeze peninsula.  The I-10 Escambia Bay
Bridge to the northwest of and almost perpendicular to Garcon
Point Bridge was severally damaged by Hurricane Ivan in 2004,
requiring reconstruction that was completed in 2007.  The
reopening of the Escambia Bridge is a likely contributor to Garcon
Point's loss of traffic in 2008.

The service area population is expected to grow only modestly, and
tourism is expected to stagnate in the medium term due to the
national and regional economic and housing downturn.  Combined
with rising unemployment, and increased competition from SR 87 to
the east and the I-10 Escambia Bridge to the north, it is unlikely
that Garcon Point Bridge will see drastic increases in traffic
and/or revenue.  In order to make one times coverage in 2010,
traffic would have to increase more than 20%.  Moody's will
continue to monitor traffic and revenue levels and act accordingly
if the authority's situation improves or declines.

                             Outlook

The negative outlook is based on Moody's expectation that revenues
will decrease in 2009 based on year to date traffic reports, and
that coverage will continue to be below one times for the next
several years barring a more than 20% increase in traffic.  As a
result, the authority's DSRF will likely be depleted within the
next several years.

                What could change the rating -- UP

The rating could face upward pressure if traffic over the Garcon
Point Bridge improves at least 20%, increasing revenues to provide
at least sum sufficient debt service coverage.  The rating could
also improve if the FL DOT, which currently pays annual operating
and maintenance expenditures, materially increased its level of
financial support resulting in improved coverage and/or debt
service reserve levels.

               What could change the rating -- DOWN

The rating will face additional downward pressure if traffic and
revenue continue to significantly lag forecasts or decrease, and
the authority is forced to make additional withdrawals from its
DSRF.

Key Indicators:

  * Type of System: Toll bridge

  * Size of System: 3.5 miles, two lanes

  * Transactions, FY 2008: 1.4 million

  * Compounded Annual Traffic Growth Rate, FY03 - FY08: 3.1%

  * Compounded Annual Revenue Growth Rate, FY03 - FY08: 9.5%

  * Debt Service Coverage, FY08: 0.79 times

  * Projected Debt Service Coverage, FY09: 0.73 times

  * Rate Covenant: 120% of all senior outstanding bonds and 100%
    of the reserve account deposit requirement

  * Debt Service Reserve Fund Balance (July 12, 2007):
    $6.702 million

  * Moody's estimated Debt Service Reserve Fund Balance:
    $5.9 million

Rated Debt:

  * Series 1996; $92 million

The authority's bond rating was last rated on August 30, 2007,
when it was downgraded to B2/Stable from B1/Stable.


SELECT COMFORT: Bankruptcy Possible, Says Analyst
-------------------------------------------------
Raymond James analyst Budd Bugatch has raised the possibility of
Select Comfort filing for bankruptcy, Liz Fedor at Star Tribune
reports.

According to Star Tribune, Mr. Bugatch said in a report that there
is "financial stress mounting" at Select Comfort, whose stock he
downgraded to "underperform".  Based on the current credit
environment, "any potential, prudent buyer would feel no urgency
to act before a potential filing for reorganization," the report
says, citing Mr.Bugatch.

Star Tribune relates that Select Comfort said on Monday that it is
postponing release of fourth quarter results, which was initially
to be released on Wednesday.  According to the report, analysts
have been expecting a loss of 3 cents per share and a sales
decline of 23% for the fourth quarter 2008.

Citing Select Comfort, Star Tribune states that Select Comfort is
exploring "strategic and financing alternatives."  The report
quoted Select Comfort spokesperson Gabby Nelson as saying, "At
this point, we are not able to talk about the strategic
alternatives....  We believe a strategic buyer is unlikely, given
most industry players are contending with their own business and
financial issues."

Select Comfort, Star Tribune report, said that it had amended its
credit agreement with a consortium of five banks, with J.P. Morgan
serving as the lead financial institution.  According to the
report, Select Comfort's $90 million line of credit was scheduled
to be reduced to $85 million on Sunday, but the Company said in a
regulatory filing that it entered into a new agreement on
Saturday, in which the lender commitments would be cut to about
$85 million on March 31 and $80 million on July 1.

Star Tribune, citing Mr. Bugatch, relates that Select Comfort has
had to secure four separate amendments to its credit agreements
since December 2008 to defer a scheduled reduction of its credit
line and waive compliance with certain covenants.

Select Comfort is a manufacturer of premium-priced air beds in
Minneapolis.  Select Comfort makes adjustable-firmness mattresses
with air-chamber technology.  It has about 450 company-owned
stores across the United States.


SLM CORPORATION: Fitch Puts 'BB+' Rating on Negative Watch
----------------------------------------------------------
Fitch Ratings has placed these ratings on Rating Watch Negative:

SLM Corporation:

--Long-term Issuer Default Rating 'BBB';
--Short-term IDR 'F3';
--Senior Debt 'BBB';
--Short-term debt 'F3';
--Preferred Stock 'BB+'.

Approximately $39.7 billion of debt and preferred stock is
affected by this action.

The Rating Watch Negative is in response to the President's
proposal to cut all government subsidies to Federal Family
Education Loan Program lenders and fund all new government
guaranteed student loans in the direct lending program.  This
would effectively eliminate FFELP loans, which as of Dec. 31,
2008, accounted for approximately 81% of SLM's managed loan
portfolio.  If the budget proposal is passed, there could be a
transitional period for colleges and universities to move to the
FDLP program, but SLM's FFELP portfolio would eventually begin to
amortize, and managed loans would become more heavily weighted
toward higher-risk private education loans, which are not
guaranteed by the government against default.

While legislative risk has always been a key rating factor for
SLM, the proposal to essentially eliminate FFELP is not
incorporated in the current ratings, as the announcement follows a
concerted effort to support FFELP lenders in recent months to
ensure uninterrupted access to funding for students.  Fitch's
current ratings do not incorporate a large degree of credit for
FFELP spread income, as the majority of the portfolio is
encumbered and spread income on FFELP loans has declined
materially following legislative cuts to special allowance
payments (subsidies) and higher funding costs.  But Fitch does
give credit for associated fee income, residual cash flows, and
SLM's ability to leverage borrower information on FFELP loans into
private education loans.  While the President's budget overview
does allude to the continued involvement of FFELP lenders in the
origination and servicing of government guaranteed student loans,
Fitch does not believe there is significant clarity, at present,
about SLM's role going forward.

The resolution of the Rating Watch will be driven by the ultimate
outcome of the budget proposal.  If SLM's role is reduced
significantly, Fitch expects to downgrade the company's ratings
from current levels to reflect the altered business model.
Conversely, rating stability could result if the proposal allows
SLM to maintain or increase its market share in the origination
and servicing of government guaranteed loans.


SMURFIT-STONE: To Take $2.76 Billion Impairment Charge
------------------------------------------------------
Smurfit-Stone Container Corp. said that as a result of the
significant decline in value of its equity securities and its debt
instruments, and the downward pressure placed on earnings by the
weakening U.S. economy, the Company evaluated the carrying amount
of its goodwill and intangible assets for potential impairment in
the fourth quarter of 2008.  The Company obtained third-party
valuation reports as of December 31, 2008 that indicated the
carrying amount of its goodwill and intangible assets should be
fully impaired based on declines in current and projected
operating results and cash flows due to the current economic
conditions.

On February 26, 2009, the Company's board of directors authorized
the recognition of charges to write-off the entire balance of
goodwill and other intangible assets as of December 31, 2008.  As
a result, the Company recognized non-cash impairment charges on
goodwill and intangible assets of $2,727 million and $34 million,
respectively, in the fourth quarter of 2008.  The goodwill
consisted primarily of amounts recorded in connection with our
merger with Stone Container Corporation in November 1998.  The
Company does not expect to incur any cash expenditures related to
these impairment charges.

For the fourth quarter ended December 31, 2008, the Company
expects to report a net loss of $2,836 million, or $11.04 per
diluted share, on sales of $1.53 billion.  These results will
include non-cash impairment charges on goodwill and other
intangible assets of $2,761 million, or $10.73 per diluted share,
primarily related to the impairment of goodwill acquired in
connection with the Company's merger with Stone Container
Corporation in November 1998.  In addition, the fourth quarter of
2008 results include restructuring charges of $40 million, a loss
of $12 million related to certain interest rate swap contracts
that were marked-to-market because they were deemed to be
ineffective, and non-cash foreign currency gains of $17 million.
For the fourth quarter of 2007, the Company reported a net profit
of $41 million, or $0.16 per diluted share, on total sales of
$1.84 billion.  The 2007 results included restructuring income of
$29 million, non-cash foreign currency losses of $5 million and a
$5 million income tax benefit due to a reduction in the Canadian
statutory income tax rates.

For the year ended December 31, 2008, the Company expects to
report a net loss of $2,830 million, or $11.01 per diluted share,
on net sales of $7.04 billion.  These results will include non-
cash impairment charges on goodwill and other intangible assets of
$2,761 million, or $10.73 per diluted share, primarily related to
the impairment of goodwill acquired in connection with the
Company's merger with Stone Container Corporation in November
1998.  In addition, the 2008 results include an $84 million income
tax benefit from the resolution of prior years' income tax
matters, restructuring charges of $67 million, a loss of $12
million related to certain interest rate swap contracts that were
marked-to-market because they were deemed to be ineffective and
non-cash foreign currency gains of $36 million.  For the year
ended December 31, 2007, the Company reported a net loss of $115
million, or $0.45 per diluted share, on sales of $7.42 billion.
The 2007 results included a after-tax loss of $97 million on the
sale of the Company's Brewton, Alabama paper mill, restructuring
charges of $16 million, non-cash foreign currency losses of $52
million, a loss on early extinguishment of debt of $29 million and
a $5 million income tax benefit due to a reduction in the Canadian
statutory income tax rates.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION LLC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
ratings on Sunnyvale, California-based Spansion LLC's floating-
rate senior secured notes to 'D' from 'C'.  S&P also lowered the
issue-level rating on the company's 2.25% exchangeable senior
subordinated debentures to 'D' from 'C'.  The action reflects the
company's filing for Chapter 11 bankruptcy on March 1, 2009.

The corporate credit and issue-level ratings on Spansion LLC's
11.25% senior unsecured notes had been lowered to 'D' from 'CCC'
on Jan. 15, 2009, following the expiration of the 30-day cure
period on a missed Dec. 15, 2008, interest payment on the
company's senior unsecured notes.  The recovery ratings remain
unchanged.

                           Ratings List

                           Spansion Inc.

          Corporate Credit Rating                D/--/--

                            Downgraded

                           Spansion LLC

                                        To                 From
                                        --                 ----
    Senior Secured (1 issue)             D                  C
     Recovery Rating                     4                  4
    Subordinated (1 issue)               D                  C
     Recovery Rating                     6                  6


STANDARD PACIFIC: Two Execs Resign; Babel & Stephens Named SVPs
---------------------------------------------------------------
Standard Pacific Corp. disclosed in a regulatory filing dated
February 25, 2009, that in connection with the settlement of
employment related claims primarily related to change in control
agreements in place since December 2006, Clay A. Halvorsen, the
Company's Executive Vice President, General Counsel and Secretary
and Andrew H. Parnes, the Company's Executive Vice President and
Chief Financial Officer, resigned from their positions with the
Company, effective February 20, 2009 and February 24, 2009,
respectively.

In accordance with applicable law, the settlement and release
agreements between the Company and each of Mr. Halvorsen and Mr.
Parnes provide the executive with a period of seven calendar days
after the date the executive signs the agreement to revoke the
agreement.

                 Appointment of Executive Officers

On February 25, 2009, John P. Babel was appointed as the Company's
Senior Vice President, General Counsel and Secretary.  Before
that, Mr. Babel served the Company for six years in various
capacities, including as the Company's Associate General Counsel
since October 2002.  Prior to joining the Company, Mr. Babel was a
senior associate at international law firm Gibson, Dunn & Crutcher
LLP.  Mr. Babel is 38 years old.  In 2009, Mr. Babel will receive
a base salary of $400,000 and is eligible for a discretionary
bonus.  In addition, he will receive a grant of 300,000 stock
options in connection with the appointment, vesting over four
years.

On February 25, 2009, John M. Stephens, was appointed as the
Company's Senior Vice President and Chief Financial Officer.
Before that, Mr. Stephens served the Company for twelve years in
various capacities, including as the Company's Corporate
Controller since November 1996.  Prior to joining the Company, Mr.
Stephens was an audit manager for an international accounting
firm.  Mr. Stephens is 40 years old.  In 2009, Mr. Stephens will
receive a base salary of $400,000 and is eligible for a
discretionary bonus. In addition, he will receive a grant of
300,000 stock options in connection with the appointment, vesting
over four years. Mr. Stephens brother is an employee and tax
partner at Wright Ford Young & Co., one of the accounting firms
that provides internal audit and tax services to the Company.  The
Company anticipates that it will pay in excess of $120,000 in fees
to Wright Ford Young & Co. during 2009.

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp. (NYSE:
SPF) -- http://www.standardpacifichomes.com/-- operates in many
of the largest housing markets in the country with operations in
major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage and SPH Title.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Fitch Ratings affirmed and removed Standard Pacific Corp.'s
Issuer Default and outstanding debt ratings from Rating Watch
Negative as: (i) IDR at 'B-'; (ii) secured borrowings under bank
revolving credit facility at 'BB-/RR1'; (iii) unsecured borrowings
under bank revolving credit facility at 'B-/RR4'; (iv) senior
unsecured at 'B-/RR4'; and (v) senior subordinated debt at
'CCC/RR6'.  Standard Pacific's outlook is stable.


STANFORD INT'L BANK: U.S. Judge Extends Freeze Order to March 12
----------------------------------------------------------------
U.S. District Judge David Godbey has extended to March 12 his
freeze order on millions of dollars held in Stanford Group Co.
accounts at the urging of U.S. regulators investigating an alleged
$8 billion fraud, Bloomberg News reported.

The order, according to the report, gave the Securities and
Exchange Commission a partial victory in its bid to maintain the
freeze, previously set to expire March 2.

Judge Godbey scheduled a March 12 hearing to decide on the SEC's
request to make the temporary injunction permanent.

                            About SIBL

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement. Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

The U.S. Securities and Exchange Commission (SEC), on Feb. 17,
charged Robert Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program. The
SEC also charged SIBL chief financial officer James Davis as well
as Laura Pendergest- Holt, chief investment officer of Stanford
Financial Group (SFG), in the enforcement action.


STANFORD INT'L BANK: U.S. Investigators Locate $250-Mil. in Assets
------------------------------------------------------------------
Bloomberg reports that a Federal Bureau of Investigation agent
testified at the arraignment of Chief Investment Officer Laura
Pendergest-Holt in Houston federal court that U.S. investigators
have located as much as $250 million in assets from the Stanford
Financial Group.

Ms. Pendergest-Holt was arrested Feb. 26 at the firm's Houston
headquarters on a charge of obstruction of justice in the
investigation of a $8 billion Ponzi scheme by Stanford and its
officers. She was released on $300,000 bail and didn't enter a
plea, the source adds.  Ms. Pendergest-Holt agreed and was ordered
to cease from disposing of her assets, including a $2 million
residence, pending the outcome of the suit.

Laurel Brubaker Calkins of Bloomberg also pointed out that FBI
Special Agent Vanessa Walther testified during Ms. Pendergest-
Holt's appearance before U.S. Magistrate Judge Mary Milloy, that
the defendant signed over to a receiver an account at Credit
Suisse worth as much as $160 million, and that the receiver for
Stanford has located an additional $90 million.

                 Pendergest-Holt Claims Innocence

Dan Cogdell, Ms. Pendergest-Holt's attorney, said his client is
innocent.  Mr. Cogdell said that Ms. Pendergest-Holt "is extremely
disappointed in the path the SEC and law enforcement are taking.
The lawyer noted that Ms. Pendergest-Holt has been cooperating for
weeks, yet she is now she is falsely charged for a crime she
didn't commit.

According to the federal criminal complaint, Ms. Pendergest-Holt
made "several" misrepresentations to the SEC while under oath to
obstruct its investigation.  In meetings with the Stanford
executives, Ms. Pendergest-Holt had presented a pie chart that
showed $3 billion in assets in a third tier were invested in real
estate and another $1.6 billion was a loan to a Stanford
shareholder, according to court papers.  "At no point did Ms.
Pendergest-Holt reveal that the $1.6 billion loan had been
discussed with corporate officers in Miami," the government
alleged in court papers.  She also allegedly withheld the extent
of her knowledge about Stanford International's Tier III
portfolio, which the FBI said comprised 81 percent of its
investments, the report noted.

Paul Pelletier, principal deputy for litigation in the Justice
Department's criminal fraud section, asked Agent Walther at the
hearing how much of the $6 billion in Tier III funds the receiver
has been able to locate so far.  Ms. Walther responded, "The
receiver has located approximately $90 million, but that doesn't
include the potential $160 million in Credit Suisse".

                            About SIBL

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement. Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

The U.S. Securities and Exchange Commission on Feb. 17, charged
Robert Allen Stanford and three of his companies for orchestrating
a fraudulent, multi-billion dollar investment scheme centering on
an US$8 billion Certificate of Deposit program. The SEC also
charged SIBL chief financial officer James Davis as well as Laura
Pendergest- Holt, chief investment officer of Stanford Financial
Group (SFG), in the enforcement action.


STATION CASINOS: Pens Forbearance Pacts; Plan Votes Due April 10
----------------------------------------------------------------
Station Casinos, Inc. has entered into forbearance agreements with
the holders of a majority in principal amount of its senior and
senior subordinated notes and the lenders holding a majority of
the commitments under its Credit Agreement, dated November 7,
2007.

The Company said that these forbearance agreements will provide
the Company with additional time to continue discussions regarding
the terms of its plan of reorganization with its lenders and the
holders of its senior and senior subordinated notes.

The forbearance covers the Company's:

     * 6% Senior Notes due 2012;
     * 7-3/4% Senior Notes due 2016;
     * 6-1/2% Senior Subordinated Notes due 2014;
     * 6-7/8% Senior Subordinated Notes due 2016; and
     * 6-5/8% Senior Subordinated Notes due 2018

The forbearance agreements with the holders of the Old Notes and
the lenders under the Credit Agreement will expire April 15, 2009,
unless earlier terminated pursuant to their terms.

The Company is extending the Voting Deadline on its restructuring
proposal to 5:00 p.m., New York City time, on April 10, 2009,
unless otherwise extended, in its solicitation of acceptances from
eligible institutional holders of the Old Notes.

As reported by the Troubled Company Reporter on February 5, 2009,
Station Casinos elected not to make a scheduled $14.6 million
interest payment that was due to holders of its $450 million
6-1/2% Senior Subordinated Notes due February 1, 2014, as it
launched the proposed restructuring plan to its bondholders.  The
Old 2014 Subordinated Notes provide for a 30-day grace period
which ends March 3, 2009.

Station Casinos also has elected not to make a scheduled
$15.5 million interest payment that was due on February 15, 2009,
to holders of the Company's $400 million 7-3/4% Senior Notes due
August 15, 2016.  The grace period with respect to the payment of
interest on the 2016 Senior Notes ends on March 17, 2009.

The Company has started votes from its bondholders in favor of the
restructuring plan that the Company's equity sponsors and lead
senior secured lenders have already agreed to support.

The Company said it is soliciting from eligible institutional
holders of its outstanding:

   -- 6% Senior Notes due 2012,
   -- 7-3/4% Senior Notes due 2016,
   -- 6-1/2% Senior Subordinated Notes due 2014,
   -- 6-7/8% Senior Subordinated Notes due 2016, and
   -- 6-5/8% Senior Subordinated Notes due 2018,

ballots for a vote in favor of a plan of reorganization for the
resolution of outstanding claims against the Company.

The Company is offering the bondholders a combination of secured
notes and cash in exchange for their outstanding bonds.  Under the
plan, senior bondholders would get 50 cents on the dollar while
subordinate bondholders would receive 7 cents on the dollar in new
notes and 3 cents on the dollar in cash, Las Vegas Review states.

The Company said that affiliates of the Fertitta family and Colony
Capital have committed, as part of the restructuring plan, to
contribute in the aggregate up to $244 million in cash if an
acceptable agreement is reached with all of the Company's lending
constituents. Members of the Fertitta family that would be
participating in this contribution of additional capital include
Frank J. Fertitta III, Chairman and Chief Executive Officer of the
Company, and Lorenzo J. Fertitta, Vice Chairman of the Company.

If the Company obtains sufficient acceptances of the Plan, the
Company may determine to implement the Plan by commencing a
voluntary case under chapter 11 of the U.S. Bankruptcy Code.

The TCR said February 24 that Boyd Gaming Corporation delivered a
non-binding preliminary indication of interest to Mr. Fertitta and
the Company's Board of Directors.  In a letter dated February 23,
2009, Keith E. Smith, Boyd Gaming's president and CEO, and William
S. Boyd, the Executive Chairman of Boyd Gaming's Board, said Boyd
is interested in exploring an acquisition of 100% of Station
Casino's OpCo Assets. In addition, should Station Casinos
determine to pursue sale transactions with respect to its PropCo
Assets, Boyd would consider an acquisition that includes those
assets as well.  Boyd is offering $950 million for the OpCo
Assets.

"OpCo Assets" means all of Station's assets other than (i) the
assets that secure the CMBS mortgage loan and related mezzanine
financings, due November 12, 2009 -- PropCo Assets -- and (ii) the
assets that secure Station's $250 million delay-draw term loan due
February 7, 2011.

                      About Station Casinos

Station Casinos, Inc. is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

                           *     *     *

As reported by the Troubled Company Reporter on February 24,
Moody's Investors Service said Station Casinos's ratings are not
affected by the announcement that it failed to make a February 15,
2009 scheduled interest payment on its 7.75% senior notes due
2016.   Standard & Poor's Ratings Services lowered its issue-level
rating on Station Casinos' 7.75% senior notes to 'D' from 'CC'.
The rating action reflects the missed Feb. 15, 2009 interest
payment on the notes.


STERLING MINING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sterling Mining Company
        P.O. Box 2838
        Coeur D Alene, ID 83816

Bankruptcy Case No.: 09-20178

Type of Business: The Debtor (OTCBB:SRLM and FSE:SMX) -- is a
                  mineral resource development and exploration
                  company.  The Company has a long term lease on
                  the Sunshine Mine in North Idaho's Coeur
                  d'Alene Mining District.  The Sunshine Mine is
                  comprised of 5,930 patented and unpatented
                  acres, and historically produced over 360
                  million ounces of silver from 1884 until its
                  closure in early 2001.  Sterling Mining leased
                  the Sunshine mine in June 2003, along with a
                  mill, extensive mining infrastructure and
                  equipment, a large land package, and a database
                  encompassing a long history of exploration,
                  development and production.

                  See: http://www.SterlingMining.com/

Chapter 11 Petition Date: March 3, 2009

Court: District of Idaho (Coeur dAlene)

Debtor's Counsel: Bruce A. Anderson, Esq.
                  baafiling@ejame.com
                  Elsaesser Jarzabek Anderson Marks & Elliott
                  1400 Northwood Ctr., Ct. #C
                  Coeur d'Alene, ID 83814
                  Tel: (208) 667-2900
                  Fax: (208) 667-2150

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
TD Securities                  Financial advisor $806,131
77 King Street RTT 17th Fl     services
Toronto
CANADA

Roger Van Voorhees             Director fees:    $314,538
PO Box 358                     $34,538; Note
Marble Falls, TX 78654         7/2008: $280,000

New Bunker Hill Mining Co      Business loan     $208,000
PO Box 29
Kellogg, ID 83837

Haggie Rand North America      Import/export     $172,501
                               services

Carol Stephan                  indemnified legal $165,144
                               fees

Avista Utilities               Utilities         $130,452

WF McCasland                   Investor holding  $105,000
                               debenture:
                               $100,000

Ray DeMotte                    Director fees     $103,998

Byrnes and Keller LLP          Legal services    $98,705

Northwest Energetic Services   Explosives        $74,051

Microsoft Financing            Software and      $68,114
                               Computer Hardware

Williams and Webster           CPA/auditor       $62,755
                               services

James N. Meek                  Employee Expense  $56,117

Houser Family LLC              Services          $47,250

K L Gates                      Legal services    $47,180

Kevin Shiell                   Director fees     $46,000

Atlas Copco Compressors        maintenance       $45,194
                               equipment

Eastside Electric              contractor        $43,521
                               services

Hull and Branstetter Inc       Legal Services    $35,716

Cavalcanti Hume Funfer Inc     Business Expense  $35,112
                               - Wire transfer

The petition was signed by Roger Van Voorhees, chairman of the
board of directors.


SUMMITT LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Summitt Logistics & Brokerage, LLC
        1800 Progress Way
        Clarksville, IN 47129-9246

Bankruptcy Case No.: 09-90630

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Summitt Trucking, LLC                              09-90631
Tractor Leasing, LLC                               09-90632
Trailer Leasing, LLC                               09-90633

Type of Business: The Debtors offer transportation and logistic
                  services.

                  See: http://www.summitttrucking.com/

Chapter 11 Petition Date: March 2, 2009

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Terry E. Hall, Esq.
                  terry.hall@bakerd.com
                  Baker & Daniels
                  300 N Meridian St., Ste. 2700
                  Indianapolis, IN 46204
                  Tel: (317) 237-0300

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
   ------                      ---------------   ------------
Key stops, LLC/Key oil                         $200,079
PO Box 2809
Franklin, KY 42135

Transport International Pool                     $105,823
Dept 0536
75 Remittance Dr, Ste. 1333
Chicago, IL 60675-1333

Indiana Dept Of Revenue                          $104,543
PO Box 6175
Indianapolis, IN 46206-6175

National City                                    $94,139

Peterson Truck Leasing                           $83,089

S&R Truck Tire Center, Inc.                      $68,322

Qualcomm                                         $66,856

Kentucky State Treasurer                         $62,478

Michelin North America, Inc.                     $57,735

TMW Systems, Inc.                                $47,380

Pilot Travel Centers, LLC                        $44,921

Trailmobile Parts & Service Corp.                $30,957

Harry Owen                                       $30,000

Prepass                                          $29,434

Thermo King Corporation                          $26,617

UHL Idealease                                    $22,909

Thermo King of Indiana, Inc.                     $19,048

TMW Systems Inc                                  $18,750

NEC Financial Services, Inc.                     $18,040

Peterson Truck Center                            $14,543

US Voice & Data                                  $14,452

Transcore                                        $12,900

Fleetpride                                       $9,622

Scopelitis, Garvin, Light, Hanson, Feary         $8,804

Ewald Spring & Radiator Co. Inc                   $8,066

Raben Tire Co., Inc.                             $7,530

Dyatech Corporation                              $7,431

Kentucky Truck Sales                             $6,954

The petition was signed by David L. Summitt, manager.


SUNWEST MANAGEMENT: Charged by SEC for $300-Mil. Securities Fraud
-----------------------------------------------------------------
The Securities and Exchange Commission on March 2 charged Oregon-
based Sunwest Management Inc. with securities fraud and is seeking
an emergency court order freezing its assets.  The SEC alleges
that Sunwest, which operates hundreds of retirement homes across
the United States, lied to investors about its operations and
concealed the risks of the investments, exposing investors to
massive losses when the economic downturn triggered Sunwest's
collapse.

According to the SEC's complaint, Sunwest raised at least
$300 million from more than 1,300 investors nationwide by
promising a steady income stream and touting its success in
running the properties.

"Investors are entitled to accurate information about the
securities they are buying and the risks involved," said Marc J.
Fagel, Regional Director of the SEC's San Francisco Regional
Office. "This is a tragic example of investors being defrauded out
of millions of dollars because they were far more exposed to a
downturn in the real estate market than they had been led to
believe."

The SEC's complaint, filed March 2 in federal district court in
Eugene, Ore., charges Sunwest, its former President and CEO Jon M.
Harder of Salem, Ore., and several related entities with
securities fraud.  According to the complaint, Sunwest, which
operates more than 200 retirement homes at one point valued at $2
billion, told investors that they would be investing in a
particular property.  Investors were told that the property would
generate sufficient profits to pay annual returns of around 10
percent, and that Sunwest had a track record of never missing a
payment. Between 2006 and 2008, Sunwest raised more than $300
million from investors, which was used for the down payments on
approximately 100 retirement homes, with the balance financed by
institutional lenders and banks.

The SEC alleges that at least half of the properties had lost
money, and Sunwest concealed this information from investors by
commingling all of its finances and making investor payments from
this pot of cash. The SEC further alleges that investor returns
came not just from these commingled assets, but from mortgage
refinancings as well as loans from Harder. According to the SEC's
complaint, Sunwest concealed its precarious financial position and
the risks it posed to investors by failing to disclose that
Sunwest was being run as a single massive enterprise with its
fortunes tied to the success of hundreds of properties and
contingent on future financing ability. When the recent credit
crisis derailed Sunwest's ability to continue to refinance the
properties, payments to investors ceased and many of them stood to
lose their entire investments.

The SEC further alleges that, even after Sunwest encountered
difficulties refinancing properties and lenders began foreclosing,
the defendants continued raising money from investors. Sunwest
obtained millions more in investments up through June 2008,
continuing to misrepresent that the money was designated for a
specific property when, according to the SEC, it was being used to
prop up the failing business.

The SEC's complaint alleges that Harder, Sunwest, and related
entities Canyon Creek Development Inc. and Canyon Creek Financial
LLC, violated the antifraud provisions of the federal securities
laws, and seeks relief including disgorgement and civil monetary
penalties. The SEC's complaint also seeks disgorgement from
several relief defendants, including Sunwest Chief Operating
Officer Darryl E. Fisher, General Counsel J. Wallace Gutzler, and
Chief Restructuring Officer Hamstreet & Associates and its
principal Clyde Hamstreet, as well as Harder's wife and several
entities he controls.

The SEC acknowledges the assistance of the Oregon Division of
Finance and Corporate Securities in this matter. The SEC's
investigation is ongoing.


TARRAGON CORP: DSC Advisors Disclose Zero Equity Stake
------------------------------------------------------
DSC Advisors, L.P., and Andrew Bluhm, the principal of DSC
Advisors, L.L.C., which serves as the general partner of DSC
disclosed in a regulatory filing that they no longer own shares of
common stock of Tarragon Corporation.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TEXAS PETROCHEMICALS: S&P Downgrades Corp. Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Texas Petrochemicals L.P., including its corporate credit rating
to 'B-' from 'B+'.  The outlook is negative.

Standard & Poor's also lowered its issue-level rating on TPC's
$280 million first-lien secured term loan to 'B-' (The same as the
corporate credit rating) from 'BB-'.  The recovery rating on this
loan was revised to '4' from '2', indicating an average (30%-50%)
recovery in the event of a default.

As of year-end 2008, the company had about $353 million in
adjusted debt outstanding.  S&P adjusts debt to include
capitalized operating leases.

"The downgrade reflects our expectation for a significant
deterioration in fiscal 2009 operating performance relative to
fiscal 2008, resulting in constrained liquidity, and weak credit
metrics," said Standard & Poor's credit analyst Paul Kurias.
"TPC's operating performance and liquidity are expected to
deteriorate due to the ongoing weakness in demand for the
company's products including butadiene."  More than half of the
company's revenues, and about one-third of its volumes, are
derived from the automobile sector, notably the tire industry.

The ongoing economic recession has lowered demand for TPC's
products from this sector, and resulted in lower overall volumes.
Though the company's contractual pricing arrangements with many of
its customers have traditionally insulated earnings somewhat from
raw material and product price volatility, the company's earnings
are vulnerable to a reduction in volumes.  In addition, the lower
volumes have resulted in a lower borrowing base in the company's
$140 million asset based loan, which has in turn reduced
availability.  As of Feb. 16, 2009, the company's borrowing base
was about $74 million, and availability was about $35 million,
after accounting for a 'block' or reserve of
$15 million on the million borrowing base.  This represents a
meaningful reduction in availability from the previous fiscal
year.  Still, the company recently amended its ABL and eliminated
potentially onerous covenants, which partly mitigates liquidity
risks.  The deterioration in operating performance is expected to
result in a decline in the key ratio of funds from operations to
total debt to a level between 5% and 10% for fiscal 2009, from the
15% achieved as of Dec., 31 2008, well below S&P's expectations of
20% at the previous rating.

The rating on privately owned Houston-based Texas Petrochemicals
L.P. reflects its narrow product range, concentration of revenue
and earnings from a few customers and products, potential for
cyclicality in its revenues and earnings, and uncertainty
regarding demand growth in key markets.  These risk factors are
partially offset by the company's favorable competitive position
with leading market shares in key products, including butadiene
and contracts with suppliers of feedstock which offer it some
margin protection.

The outlook is negative.  Standard & Poor's expects TPC to use any
free cash flow to reduce debt.  S&P could lower ratings in the
near term if in S&P's view the prospects for fiscal 2009 earnings
decline below S&P's expectations, so that the ratio of funds from
operations to total debt is likely to be less than S&P's lowered
expectations of between 5% and 10%.  S&P will lower ratings if
free cash flow is meaningfully negative, or liquidity is not
maintained at the very least at current levels with availability
near $30 million.  S&P could also lower the ratings if debt levels
increase unexpectedly, or if the company faces other unforeseen
events, such as litigation.


TRIAXX FUNDING: Moody's Junks Ratings on Four Classes of Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Triaxx Funding High Grade I, Ltd.:

(1) US $80,000,000 Class B-1 Mezzanine Floating Rate Notes Due
    2047

    -- Current Rating: Ca
    -- Prior Rating: B1, on review for downgrade

(2) US $41,000,000 Class B-2 Mezzanine Floating Rate Notes Due
    2047

    -- Current Rating: C
    -- Prior Rating: B2, on review for downgrade

(3) US $149,375,000 Class C Mezzanine Floating Rate Deferrable
    Interest Notes Due 2047

    -- Current Rating: C
    -- Prior Rating: Caa2, on review for downgrade

(4) US $8,000,000 Class D Mezzanine Floating Rate Deferrable
Interest Notes Due 2047

    -- Current Rating: C
    -- Prior Rating: Ca

Moody's rating actions reflect the further deterioration in the
market value and credit quality of the Issuer's portfolio, which
consists of prime RMBS with a preponderance of Alt A mortgages.
In particular, the recent downgrades in the Alt-A RMBS sector have
a significant negative impact on this transaction.

Triaxx Funding High Grade I, Ltd. is a Structured Investment
Vehicle - Lite managed by ICP Asset Management LLC.

Given that the Issuer is a SIV -- Lite and the severe degree of
its portfolio deterioration, Moody's performed a liquidation
sensitivity analysis based on the current market value of the
portfolio, the result of which formed a part of the basis for the
rating actions.  Due to the fact that the Issuer's portfolio
consists of all asset backed securities and under the most
optimistic scenario, the market value triggers in this transaction
will not be tripped, Moody's analyzed the transaction similar to a
cash flow ABS CDO.  Therefore, these rating actions were also the
result of the application of the methodology and its supplements
for ABS CDOs as described in Moody's Special Reports below:

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

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

The last rating action on Triaxx Funding High Grade I occurred on
June 23, 2008.  On that date, the Class B-1 Mezzanine Floating
Rate Notes Due 2047 was downgraded to B1 on review for downgrade
from Ba1 with direction uncertain; the Class B-2 Mezzanine
Floating Rate Notes Due 2047 was downgraded to B2 on review for
downgrade from Ba2 with direction uncertain; the Class C Mezzanine
Floating Rate Deferrable Interest Notes Due 2047 was downgraded to
Caa2 on review for downgrade from Caa1 with direction uncertain;
and Class D Mezzanine Floating Rate Deferrable Interest Notes Due
2047 was downgraded to Ca from Caa2 with direction uncertain.


TROPICANA OPCO: Lenders Say Atty. Fees Should Also be Controlled
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is expected
to issue its ruling on Tropicana Entertainment LLC's to stop
adequate protection payments to lenders.

The Company said it needs to preserve cash in order to meet its
June 30 target of emerging from bankruptcy protection.  According
to Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., the
Court should take back an earlier ruling that granted a group of
lenders, known as the Opco Lenders, payments that would protect
them from diminution in value of their collateral.

At the early stages of its bankruptcy proceedings, Tropicana said
that the OpCo Lenders were oversecured.  However, after filing its
Chapter 11 reorganization plan in January 2009, Tropicana now says
that it has determined that the OpCo Lenders -- who are owed at
least $1.3 billion for partly funding Tropicana's acquisition of
Aztar Corp.'s five casinos pre-bankruptcy -- have claims exceeding
the value of the collateral backing them.  Tropicana estimates
that the OpCo Lenders are likely to recover between 58.1% and
72.7% of the value of their claims if the OpCo Plan is continued
and between 36% and 48% in a liquidation scenario, if the Debtors'
cases are converted to chapter 7 liquidations.

According to Mr. Collins, Tropicana needs to avoid liquidity
issues as it moves with the confirmation process for the OpCo
Plan, which contemplates a June 30 effective date.  "As this Court
is well aware, the precipitous decline in the U.S. economy, and in
the gaming industry in particular, has hurt the Debtors' revenues,
which has impaired their liquidity."

The steering committee of OpCo Lenders, while saying it does not
object to the proposal, said Tropicana did not "cast a broad
enough net" in their search for ways to preserve liquidity.  The
group's counsel, Michael R. Lastowski, Esq., at Duane Morris LLP,
in Wilmington, Delaware, pointed out that the attorneys of
Tropicana and its official creditors committee have billed the
estates a total of approximately $4,000,000 per month.  He said
that aside from the cessation of the adequate protection payments,
professional fees should be reigned at reasonable levels.  He
proposed that the (i) the hold back amount for fees and expenses
paid on an interim basis be increased from 20% to 30%, and (ii)
the fees and expenses of professionals be limited to no more than
$10,000,000 from February 1, 2009, until confirmation and
consummation of a Plan.

In response, Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, on behalf of Tropicana, said the
proposal is not justified and would "paint with broad strokes" and
impose extraordinary restraints on professional compensation
across the board.  A $10,000,000-cap on professional fees until a
plan is consummated is arbitrary and inconsistent with the
Congress' directive that professionals be compensated for the
reasonable, actual, and necessary cost of services rendered and
expenses incurred in bankruptcy cases.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


US CENTURY: Fitch Affirms Issuer Default Rating at 'BB'
-------------------------------------------------------
Fitch Ratings has affirmed the ratings of U.S. Century Bank:

  --Long-term Issuer Default Rating at 'BB';
  --Short-term IDR at 'B';
  --Individual at 'C';
  --Support at '5';
  --Support floor 'NF'.
  --Long-term deposits at 'BB+';
  --Short-term deposits at 'B';

The Rating Outlook for USCB has been revised to Negative from
Stable.

Fitch has affirmed the ratings based on the company's solid
capital position and good funding profile.  In addition, the
bank's ratings were affirmed based on the likelihood that the
company's downside will be more limited than its banking peers.
USCB operates with a comparatively strong tangible common equity
to tangible assets ratio, which provides a moderate buffer against
further deterioration in credit quality.  USCB's liquidity profile
has also improved over the past 12 months, as loan growth has been
fully funded by deposit growth.  USCB introduced a relatively
expensive money market promotion in May 2008, which accounted for
almost the entire increase in the bank's deposit funding for the
year.

Somewhat offsetting these factors and contributing to the Negative
Outlook are the expectation for weaker earnings and deteriorating
asset quality.  Fitch had expected weaker performance in 2008
relative to prior years given planned investments in the bank's
branch network, new business lines, and expanded product
offerings.  However, considerable margin compression, largely a
result of the abovementioned deposit promotion, also contributed
to weaker performance.  Combined with higher credit costs, Fitch
expects USCB's financial performance in 2009 will likely be worse
and could easily slip into a net loss position.

While NPA levels remain surmountable in the context of the bank's
rating category and the current economic environment, the absolute
level of NPAs and their trend, combined with a high level of loans
30-89 days past due, raises the potential for increasing levels of
losses in the future.  Reserve coverage of nonaccrual assets is
also considered weak, and may necessitate greater provisioning
needs over the next several quarters as the bank recognizes losses
in its book of problem assets.  Fitch expects that USCB's asset
quality will continue to deteriorate in the challenging Florida
real estate market, and pressure financial performance.

USCB's ratings reflect the expectation that the company will
maintain good capital levels, a solid funding base, and report
more moderate loan growth.  If asset quality deterioration
materially worsens, this would likely result in a downgrade of
USCB's ratings, particularly if accompanied by a reduction in the
company's capital position or loan loss reserves.


W.R. GRACE: Files Amended Plan Documents With SEC
-------------------------------------------------
W.R. Grace & Co. and its debtor subsidiaries on February 27, 2009,
filed a proposed amended joint plan of reorganization, a proposed
disclosure statement in support of the Joint Plan and certain
proforma and prospective financial information with the Delaware
Bankruptcy Court.  The Disclosure Statement and proforma and
prospective financial information have been prepared in accordance
with Section 1125 of the United States Bankruptcy Code and Rule
3016 of the Federal Rules of Bankruptcy Procedure.

The Official Committee of Asbestos Personal Injury Claimants, the
legal representative of future asbestos personal injury claimants
and the Official Committee of Equity Security Holders are joint
proponents of the Joint Plan; however, the Official Committee of
Unsecured Creditors, the Official Committee of Asbestos Property
Damage Claimants and the legal representative of future asbestos
property damage claimants are not proponents of the Joint Plan.

The Joint Plan and the Disclosure Statement and the exhibits
thereto amend the proposed Joint Plan of Reorganization and
Disclosure Statement filed by the Debtors and the Joint Proponents
on September 19, 2008 and previously amended on December 18, 2008
and February 3, 2009.

Bankruptcy Law360 says the Disclosure Statement summarizes the
various settlements reached with asbestos claimants and the U.S.
Environmental Protection Agency in addition to setting a course
for the future.

As reported by the Troubled Company Reporter on February 26, 2009,
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware will hold a hearing on March 9 and 10, 2009,
to consider approval of the Disclosure Statement.

The TCR said yesterday the United States Government; Hon.
Alexander M. Sanders, Jr., the legal representative for future
asbestos-related property damage claimants; Anderson Memorial
Hospital; UniFirst Corporation; and Maryland Casualty Company
filed separate objections to the approval of the Disclosure
Statement explaining the bankruptcy plan.

The Debtors will put the Plan up for voting upon approval of the
Disclosure Statement.  Pursuant to the current schedule, Ballots
and Master Ballots must be received by the Debtor's Voting Agent
May 20, 2009.  Objections to the confirmation of the Plan are also
due May 20.

The Court is expected to conduct a two-phase Plan confirmation
hearing.  Phase I is expected to be held June 22 to 25, 2009;
Phase II is expected to be held September 8 to 11, 2009.

The Plan is hinged on the settlement struck by Debtors with the
Asbestos Personal Injury Claimants Committee, the Asbestos PI FCR
and the Equity Committee.  The Asbestos PI Settlement requires
these assets to be paid into the Asbestos PI Trust to be
established pursuant to Section 524(g) of the Bankruptcy Code:

   -- Cash in the amount of $250 million plus interest thereon
      from January 1, 2009 until (and including) the Effective
      Date at the same rate applicable to the Debtors' senior
      debt;

   -- A Warrant to acquire 10 million shares of the Parent's
      common stock at an exercise price of $17.00 per share,
      expiring one year from the effective date of the Plan;

   -- Rights to proceeds under the Debtors' asbestos-related
      insurance coverage;

   -- Certain cash and stock under certain litigation settlement
      agreements with Sealed Air Corporation, Cryovac, Inc. and
      Fresenius Medical Care Holdings, Inc.; and

   -- Deferred payments at $110 million per year for five years,
      beginning in 2019, and $100 million per year for ten years
      beginning in 2024; the deferred payments will be
      obligations of the Reorganized Debtors backed by 50.1% of
      the Parent's common stock to meet the requirements of
      section 524(g) of the Bankruptcy Code.

The Plan also provides for the resolution of Unresolved Asbestos
Property Damage Claims, U.S. ZAI PD Claims and Canadian ZAI PD
Claims.  Pursuant to the Plan, all Asbestos PD Claims, and
Successor Claims arising out of or based on any Asbestos PD Claim
will be channeled to the Asbestos PD Trust.

Grace filed the Joint Plan as exhibit to its Annual Report on Form
10-K as filed with the Securities and Exchange Commission.

A full-text copy of the proposed Disclosure Statement for Proposed
Joint Plan of Reorganization of W. R. Grace & Co. and its debtor
subsidiaries dated as of February 27, 2009, is available at no
charge at:

                http://ResearchArchives.com/t/s?3a0a

A full-text copy of the Proforma and Prospective Financial
Information is available at no charge at:

                http://ResearchArchives.com/t/s?3a0b

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Dec. 31 Balance Sheet Upside-Down By $426.9 Million
---------------------------------------------------------------
W.R. Grace & Co. on Monday filed its annual report on Form 10-K
for the year ended December 31, 2008, with the Securities and
Exchange Commission.

W.R. Grace reported net income of $121.5 million on net sales of
$3.31 billion for the year, an increase from net income of
$88.8 million on net sales of $3.11 billion in 2007, and from net
income of $8.6 million on net sales of $2.82 billion in 2006.

W.R. Grace had $3.87 billion in total assets, including
$460.1 million in cash and cash equivalents, and $4.30 billion in
total liabilities, including $533.1 million in total current
liabilities as of December 31, 2008, resulting in $426.9 million
in shareholders' deficit.

For the first quarter of 2009, Grace expects pre-tax income from
core operations to be negative.  Grace expects first quarter
results to be unfavorably affected by three factors:

   -- Grace Construction Products sales volumes are typically
      lowest in the first quarter of each year due to seasonal
      factors.

   -- Grace expects costs of goods sold in the first quarter to
      reflect the high raw materials and energy costs that Grace
      experienced in the fourth quarter of 2008.  Further, Grace
      intends to further reduce production volumes and inventory
      levels in the first quarter and, as a result, Grace will
      experience less favorable fixed cost absorption resulting
      in a lower gross profit percentage.

   -- Grace expects to incur restructuring charges of roughly
      $20 million in the first quarter from cost reduction
      actions.

Grace expects cash flow to be positive for the first quarter.
Grace expects improvements in net working capital, including the
reduction in inventories, and reductions in capital expenditures.
In addition, Grace expects pre-tax income from core operations to
include significant non-cash costs in the first quarter, including
in cost of goods sold and in pension expense.

A full-text copy of Grace's 2008 Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3a0c

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WENDY'S/ARBY'S: S&P Cuts Arby's Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Bloomberg News reports that Standard and Poor's has downgraded its
corporate credit rating on Arby's Restaurant Group Inc., now owned
by Wendy's/Arby's Restaurant Group Inc., two notches to
'B-', due to a "very poor performance" in the fourth quarter.

Bloomberg relates that the new S&P rating for Arby's is a level
below the downgrade issued in October 2008 by Moody's Investors
Service.

According to Bloomberg, S&P affirmed the 'B+' ratings for
Wendy's/Arby's and Wendy's International Inc., but said that the
two firms may be downgraded in the future given the decision to
combine the revolving credits of the two restaurant chains.

Wendy's/Arby's Group, Inc. -- http://www.wendysarbys.com/-- is
the third largest quick service restaurant company in the U.S. and
is comprised of the Wendy's and Arby's brands, two companies
distinguished by traditions of quality food and service.  The
company, with approximately $12 billion in system-wide sales, owns
or franchises over 10,000 restaurants


WINDSOR AT GRAND: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Windsor at Grand Parkway, L.P.
        402 W. Grand Parkway S. Suite 110
        Katy, TX 77494

Bankruptcy Case No.: 09-31469

Type of Business: The Debtor owns the Times Square Plaza Shopping
                  Center, which consists of about 92,200 square
                  feet of space, and is located at 402 West Grand
                  Parkway South, Katy, Texas 77494.

Chapter 11 Petition Date: March 2, 2009

Court: Southern District of Texas (Houston)

Debtor's Counsel: Preston T. Towber, Esq.
                  preston@towberlaw.com
                  The Towber Law Firm
                  6750 West Loop South, Ste. 920
                  Bellaire, TX 77401
                  Tel: (832) 485-3555
                  Fax: (832) 485-3550

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
   ------                      ---------------   ------------
State Comptroller              franchise tax     $12,000
111 East 17th Street           2008
Austion Texas 78774-0100

Civil-Surv Land Surveying LC   survey            $2,235
4710 Bellaire Blvd., Suite 250
Bellaire, Texas 77401

Wirtcrest Co.                  management fees   $3,000
4545 Mount Vermon
Houston, Texas 77006

L&L Maintenance                lawn service      $1,650

Allied Waste Services          trash service     $640

Cycorp Financial Group         accounting fees   $300

The petition was signed by Barry Chapman, managing member.


WOODSIDE GROUP: Ceramista Debtors & Alabama Investments Bar Dates
-----------------------------------------------------------------
On Feb. 24, 2009, the U.S. Bankruptcy Court for the Central
District of California set:

(1) the 45th day after the Notice Service Deadline (or the first
     business day thereafter if the 45th day falls on a holiday,
     Saturday or Sunday) as the last day for the filing and
     service of proofs of claim or interests in the bankruptcy
     cases of Woodside Ceramista Village, LLC and Woodside
     Ceramista City, LLC for all claims against or interest in
     the Ceramista Debtors arising on or before Dec. 19, 2008.
     The "Notice Service Deadline" as to the Ceramista Debtors is
     the fifth business day after entry of this Order.

(2) the 45th day after the Notice Service Deadline (or the first
     business day thereafter if the 45th day falls on a holiday,
     Saturday or Sunday) as the last day for the filing and
     service of proofs of claim or interests in the bankruptcy
     case of Alabama Investments, LLC for all claims against or
     interest in Alabama Investments arising on or before Jan. 9,
     2009.  The "Notice Service Deadline" as to Alabama
     Investments is the fifth business day after the filing of
     its Schedules with the Court.

The Governmental Unit Bar Date as to the Ceramista Debtors is
June 17, 2009.

The Governmental Unit Bar Date as to Alameda Investments is
July 8, 2009.

The applicable Bar Date for any and all Additional Debtor
Affiliates will be the 45th day after the Notice Service Deadline
as to those Subject Debtors (or the first business day thereafter
if the 45th day falls on a holiday, Saturday or Sunday).  The
"Notice Service Deadline" as to each Additional Debtor Affiliate
will be the fifth business day after the filing of its Schedules.
The applicable Governmental Unit Bar Date as to any and all
Additional Debtor Affiliates will be the 180th day after the
Additional Debtor Affiliate's applicable petition date (or the
first business day thereafter if the 180th day falls on a holiday,
Saturday or Sunday).

Claims must be filed on or before the applicable Bar Date and the
Governmental Unit Bar Date at:

     Woodside Group Claims Processing
     c/o Kurtzman Carson Consultants LLC
     PO Box 1070
     Riverside, CA 92502

     or

     (for overnight deliveries)

     United States Bankruptcy Court
     Central District of California
     Woodside Group Claims Processing
     c/o Intake Department
     3420 Twelfth Street
     Riverside, CA 92501-3819

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On Aug.
20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On Sept. 16, 2008, the Debtors filed a "Consolidated
Answer to Involuntary Petitions and Consent to Order for Relief"
and the Court entered the "Order for Relief Under Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have approximately
$70 million in cash.  The Woodside Entities employ approximately
494 employees.

In its schedules, Woodside Group, LLC listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


WOLVERINE TUBE: S&P Puts 'CC' Corporate Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'CC' corporate credit rating and 'C' senior
unsecured debt ratings, on Wolverine Tube Inc. on CreditWatch with
negative implications.

These actions follow the company's announcement that it is
commencing an exchange offer to the holders of its senior notes
due 2009 for new senior secured notes due 2012, cash
considerations, and/or a cash option. S&P deem the options in the
exchange offer for the new notes as less than the original
promise, because the new notes' maturity extends beyond the
original notes maturity in April 2009.  As a result, S&P views the
exchange as being tantamount to default given the distressed
financial condition of the company and S&P's concerns about
Wolverine's ability to service its current capital structure
absent this exchange offer (reflected in S&P's previous 'CC'
corporate credit rating on the company).

"Upon consummation of the transaction, S&P would lower its ratings
on the senior secured notes exchanged to 'D', and the corporate
credit rating to selective default," said Standard & Poor's credit
analyst Tobias Crabtree.  As soon as possible thereafter, S&P will
reassess Wolverine's capital structure and assign new ratings
(including new ratings on the existing notes) based on the amount
of notes successfully tendered.

It is S&P's preliminary expectation that the new corporate credit
rating could be in the 'CCC' category following the successful
consummation of the exchange transactions.  S&P recognize that the
post-exchange capital structure would remove Wolverine's near-term
liquidity constraints and likely allow the company to continue as
a going concern.  Still, Wolverine's ability to successfully
service its debt obligations over the intermediate term would
still rely on a substantial improvement to revenue and EBITDA.
S&P believes this is an unlikely outcome, given the weak overall
economy and challenging end-market demand for the company's metal
tubing and joining products.  In addition, the expected 'CCC'
category corporate credit rating reflects Wolverine's poor
profitability, highly leveraged capital structure, very
competitive and cyclical markets, narrow product line, and
volatile raw material costs.

In resolving the CreditWatch listing, S&P will continue to monitor
the progress of the company's exchange offer.


WORLDCOM INC: Judge Rules OneStar Trustee Can Assert Claims
-----------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
District of New York issued a 26-page opinion in respect to the
request of former Chapter 11 filer WorldCom Inc. and its
affiliates to enforce their Court-confirmed Joint Plan of
Reorganization, specifically by stopping OneStar Long Distance,
Inc., which also filed for bankruptcy in Indiana, from asserting
claims against it.

WorldCom, Inc. and certain of its subsidiaries, starting July 21,
2002, filed for bankruptcy under chapter 11, and obtained
confirmation of their Plan on October 31, 2003, which Plan became
effective April 20, 2004.

On December 31, 2003, certain creditors of OneStar filed an
involuntary chapter 7 bankruptcy petition against OneStar in the
Bankruptcy Court for the Southern District of Indiana.  The case
was converted to Chapter 11 on February 3, 2004, then back to
Chapter 7 on January 13, 2005, after substantially all of its
assets were sold.  Elliot D. Levin was appointed as Chapter 7
trustee.

Before and after the OneStar Petition Date, a WorldCom subsidiary,
MCI, provided OneStar with telecommunications services pursuant to
various telecommunications services agreements, for which OneStar
paid WorldCom, and which OneStar resold to its customers.  All the
payments for the services were received by WorldCom after WorldCom
filed its petition.

On August 16, 2005, the OneStar Trustee commenced an adversary
proceeding against WorldCom in the Indiana Bankruptcy Court
seeking the avoidance and recovery of certain transfers under
Sections 547, 549, and 550 of the Code that OneStar made to
WorldCom during the 90-day period prior to the OneStar Petition
Date.  Upon motion by WorldCom, the Adversary Proceeding was
stayed by the Indiana Bankruptcy Court pending resolution of its
motion to enforce the WorldCom Plan before the Court.  The
Adversary Proceeding asserts that payments received by WorldCom
are avoidable by the OneStar Trustee as preferential and
unauthorized postpetition transfers under Sections 547 and 549,
and seeks to recover those transfers for the benefit of the
OneStar estate.  Of these transfers, the OneStar Trustee asserts
that WorldCom received $981,243 after the commencement of
WorldCom's case, during the OneStar preference period and before
the WorldCom Confirmation Order Date, and $1,490,615 was received
during the OneStar preference period and between the WorldCom
Confirmation Order Date and WorldCom Effective Date.  Further, the
OneStar Trustee seeks to avoid $100,000.00 that was received by
WorldCom between the OneStar Petition Date and the WorldCom
Effective Date.

WorldCom argues the OneStar Trustee violated the New York Court's
discharge injunction by knowingly commencing the Adversary
Proceeding seeking to avoid transfers made prior to the effective
date of the WorldCom Plan.  WorldCom asserts that these claims,
which arose prior to the WorldCom Effective Date, were discharged
by the WorldCom Plan, the WorldCom Confirmation Order and under
the Code.

The OneStar Trustee argues that since the OneStar estate's causes
of action arose postpetition in WorldCom's case, they do not fit
the definition of a "claim" as provided by the WorldCom Plan and
were not discharged by the WorldCom Plan.  The OneStar Trustee
contends that since the claims in the Adversary Proceeding do not
fit the WorldCom Plan's definition of a claim, he is not enjoined
under the WorldCom Plan or the WorldCom Confirmation Order from
prosecuting the Adversary Proceeding.

WorldCom argues that since the OneStar Trustee is the successor in
interest to OneStar, the WorldCom Plan and all its provisions bind
him since the WorldCom Confirmation Order was a final order
binding upon OneStar.  However, according to Judge Gonzalez, even
though the OneStar Trustee is a successor in interest to the
causes of actions and judgments of OneStar, the avoidance actions
at issue were never an interest in property of OneStar, but rather
belong to OneStar's creditors.

Judge Gonzalez held that the OneStar Trustee may assert the
avoidance actions on behalf of OneStar's creditors since OneStar
never had an interest in those causes of actions and could not
bind the OneStar Trustee from pursuing them.  "Although the
OneStar Trustee is bound by the WorldCom Plan in pursuing causes
of action derivative of OneStar's rights and interests, such
binding effect does not apply to the OneStar Trustee's pursuit of
causes of actions for the benefit of the estate's creditors.
Consequently, the parties' remaining arguments concerning the
applicability of the WorldCom Plan's provisions to the
OneStar Trustee's claims need not be addressed."

Accordingly, the New York Bankruptcy Court denied WorldCom's
request

Judge Gonzalez ruled that the OneStar Trustee may pursue the
Adversary Proceeding as filed.  He noted that the OneStar Trustee
is not otherwise bound by the WorldCom Plan to adjudicate any
administrative expense claim before the Court, however the parties
are directed to submit briefs regarding whether the Code requires,
based upon the current status of the administration of this case,
a request for payment of an administrative expense claim be sought
before the New York Court.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 127; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


YOUNG BROADCASTING: U.S. Trustee Forms 7-Member Committee
---------------------------------------------------------
Diana G. Adams, United States Trustee, has appointed seven members
to the official committee of unsecured creditors of Young
Broadcasting, Inc.:

     1. U.S. Bank National Association,
        as Indenture Trustee
        One Federal Street
        Boston, MA 02110
        Attn: Robert Butzier, Vice President
        Tel. No. (617) 603-6430

     2. Capital Research and Management Company
        11100 Santa Monica Blvd.
        Los Angeles, CA 90025
        Attn: Susan Tolson
        Tel. No. (310) 996-6101

     3. Gannaway Web Holdings, LLC
        747 Third Avenue
        New York, NY 10017
        Attn: George R. Fearon, Secretary
        & General Counsel
        Tel. No. (212) 931-1263

     4. Global Leveraged Capital Credit
        Opportunity Fund I
        623 Fifth Ave. 29th Floor
        New York, NY 10022
        Attn: Avin Dwivedy, Vice President
        Tel. No. (212) 835-9951

     5. Kingworld Productions, Inc.
        2401 Colorado Avenue, Suite 110
        Santa Monica, CA 90404
        Attn: Steven L. Weinberg, Esq.
        Senior Attorney
        Business Affairs and Local
        Tel. No. (310) 264-3490

     6. Swiss Re
        55 East 52nd Street
        New York, New York 10055
        Attn: Timothy Daggett
        Vice President
        Tel. No. (917) 368-4519

     7. Harris Corporation
        1025 W. NASA Blvd., A-11A
        Melbourne, FL 32919
        Attn: Anthony Deglomine, III
        Vice President
        Tel. No. (321) 727-9100
        Dated: New York, New York
        February 26, 2009

                  About Young Broadcasting Inc.

Headquartered in New York, Young Broadcasting Inc. --
http://www.youngbroadcasting.com-- 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.

Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
presents the Debtors in their restructuring efforts.  The Debtors
proposed UBS Securities LLC as consultant, Ernst & Young LLP as
accountant, Epiq Bankruptcy Solutions LLC as claims agent, and
David Pauker as chief restructuring officer.  When the Debtors
filed for protection from their creditors, they listed
$575,600,070 in total assets and $980,425,190 in total debts.


* Factory Index Falls in February for 13th Month
------------------------------------------------
Economic activity in the manufacturing sector failed to grow in
February for the 13th consecutive month, and the overall economy
contracted for the fifth consecutive month, say the nation's
supply executives according to a March 2 report by the Institute
for Supply Management.

According to the report by Norbert J. Ore, C.P.M., chair of the
ISM Manufacturing Business Survey Committee, "Manufacturing
continues to decline at a rapid rate in February.  While
production has slowed its rate of decline, employment continues to
fall precipitously. Prices continue to decline, but price
advantages are not sufficient to overcome manufacturers' apparent
loss of demand.  Survey respondents appear generally pessimistic
about recovery in 2009.  Some express hope that the stimulus
package will help their industry."

Bloomberg's Bill Rochelle says that manufacturing continued its
decline in February as the ISM's factory index came in at 35.8,
compared with 35.6 in January.  Anything below 50 indicates
contraction.

According to PMI, overall economy has been contracting for the
past five months, and the manufacturing sector contracting for 13
months.

                      Performance By Industry

The ISM said that none of the 18 manufacturing industries reported
growth. The industries reporting contraction in February - listed
in order - are: Primary Metals; Wood Products; Electrical
Equipment, Appliances & Components; Furniture & Related Products;
Paper Products; Textile Mills; Fabricated Metal Products;
Nonmetallic Mineral Products; Miscellaneous Manufacturing;
Plastics & Rubber Products; Chemical Products; Machinery;
Transportation Equipment; Computer & Electronic Products;
Petroleum & Coal Products; Printing & Related Support Activities;
Apparel, Leather & Allied Products; and Food, Beverage & Tobacco
Products.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 2, 2009
  ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
     Chicago Regional Conference
        Union League Club of Chicago, Chicago, Illinois
           Contact: 1-541-858-1665; http://www.airacira.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 14-16, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        St. John's University School of Law, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 9, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***