TCREUR_Public/090114.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Wednesday, January 14, 2009, Vol. 10, No. 9

                            Headlines

A L B A N I A

* Moody's Says Debt Burden Cues 'B1' Bond Rating on Albania


A U S T R I A

BM HOELLER: Claims Registration Period Ends January 15
EWALD SCHEUCHER: Claims Registration Period Ends January 15
KARL M. REICH: Claims Registration Period Ends January 15
WATERCRYST LLC: Claims Registration Period Ends Jan. 16


G E R M A N Y

AGOR AG: Files for Opening of Insolvency Proceedings
BELLA DONNA: Claims Registration Period Ends March 4
EPICEPT CORP: Shelves Drug Discovery Operations & Cuts Workforce
FRESENIUS SE: Moody's Assigns 'Ba1' Initial Rating on Senior Notes
FRESENIUS SE: S&P Assigns 'BB' Rating on US$650 Mil. Placement

HNTV GMBH: Claims Registration Period Ends March 10
H.L.O SPORTPFERDE: Claims Registration Period Ends February 18
HYPO REAL ESTATE HOLDING: SoFFin Extends EUR30 Bln Guarantee
KIBO GMBH: Claims Registration Period Ends March 6
SCHALTSCHRANK VERTEILUNGSBAU: Claims Registration Ends Feb. 23

SEMPER FINANCE: Fitch Affirms 'BB' Rating on Class E Notes
TRONOX INC: Files for Chapter 11 to Address Legacy Liabilities
TRONOX INC: To Get US$125MM DIP Loan, Won't Disclose Fees
TRONOX INC: Case Summary & 30 Largest Unsecured Creditors
ZIWI KUNSTSTOFF: Claims Registration Period Ends February 17


I C E L A N D

KCAJ: Poised to Go Into Administration


I R E L A N D

ELAN CORP: Hires Citigroup to Review Strategic Alternatives


K A Z A K H S T A N

ALLIANCE CAPITAL: Proof of Claim Deadline Slated for Feb. 24
DOR INVEST LTD: Creditors Must File Claims by February 24
OTRAR REAL: Claims Filing Period Ends February 24
SK KAZ OIL: Creditors' Claims Due on February 25
STROY MONTAGE-2003: Claims Registration Ends February 20

SVYAZ STROY: Proof of Claim Deadline Slated for February 24


K Y R G Y Z S T A N

BEK ELECTRA-UG: Creditors Must File Claims by February 19
ENERGY MINING: Creditors Must File Claims by February 13


L U X E M B O U R G

LEHMAN BROTHERS: BNC and Luxembourg Unit File for Chapter 11


N E T H E R L A N D S

ELM BV: Note Deleveraging Cues S&P's Junk Rating on Senior Notes
LYONDELL CHEMICAL: Seeks Feb. 20 Extension of Schedules Filing
LYONDELL CHEMICAL: Seeks to Pay US$350MM in Foreign Vendor Claims


R U S S I A

ALROSA COMPANY: Completes Acquisition of KIT Finance
AVANGARD OJSC: Karelia Bankruptcy Hearing Set May 19
BIZON LLC: Creditors Must File Claims by January 26
DAVLEKANOVSKAYA SHOE: Court Names Insolvency Manager
DELTA LLC: Creditors Must File Claims by January 26

ENISEY-TEKNO-LES LLC: Creditors Must File Claims by February 26
EVROPA LLC: Creditors Must File Claims by January 26
NALCHIK LEATHER: Creditors Must File Claims by February 26
SEV-KAV-ELEKTRO-PRIBOR OJSC: Claims Must Be Submitted by Feb. 26
YAROSLAVSKIY COMPRESSOR: Creditors Must File Claims by Jan. 26

YUZHNO-RUDNAYA KOMPANIYA: Court Names Insolvency Manager


S W E D E N

FORD MOTOR: May Seek Bailout if Sales Dive Below Projections


S W I T Z E R L A N D

ABC DATATEAM: Creditors Must File Proofs of Claim by Jan. 18
ALLROUND SERVICE: Deadline to File Proofs of Claim Set Jan. 19
ARNOLD WIPF: Creditors Have Until Jan. 19 to File Claims
GENERAL MOTORS: Viability Not 100% Certain, Says CEO
INSIDE TRADING: Proofs of Claim Filing Deadline is Jan. 19

MALOJA TRADEMARK: Creditors' Proofs of Claim Due by Jan. 18
MARLOBA LLC: Jan. 18 Set as Deadline to File Claims
MTI CONSULTING: Creditors Must File Proofs of Claim by Jan. 18
NEUSTADT IMMOBILIEN: Deadline to File Claims Set Jan. 18
UBS AG: Oddo et Cie Wants EUR30 Mil. in Madoff-Related Funds Back


U K R A I N E

ANADIYA-UNIVERSAL: Creditors Must File Claims by January 16
DONETSK CEMENT: Creditors Must File Claims by January 16
EPIKA LLC: Creditors Must File Claims by January 16
FSVB LLC: Creditors Must File Claims by January 16
LIDERBUD-PARTNER LLC: Creditors Must File Claims by Jan. 16

OFFICE 1 SUPERSTORE: Creditors Must File Claims by Jan. 16
PROMIN LLC: Creditors Must File Claims by January 16
SATURN-AGROSVIT LLC: Creditors Must File Claims by January 16
TECHINFORM-SERVICE LLC: Creditors Must File Claims by Jan. 16
TRADE PLUS-2005: Creditors Must File Claims by January 16

ZARIA LLC: Creditors Must File Claims by January 16


U N I T E D   K I N G D O M

ADAMS CHILDRENSWEAR: John Shannon Eyes Acquisition
ALLSLADE PLC: RBS Appoints Grant Thornton as Receivers
CASTLE RESIDENTIAL: Appoints Joint Liquidators from Tenon Recovery
ENTERTAINMENT RIGHTS: HBOS Calls In Restructuring Firm Deloitte
FOXTONS: Breaches Covenants and Debt-To-Earnings Targets

G H M REALISATIONS: Names Joint Liquidators from PwC
G2 TECHNOLOGIES: Taps Joint Liquidators from Tenon Recovery
GHOST HOLDINGS: Appoints Joint Liquidators from BDO Stoy
HBOS PLC: Merger With Lloyds TSB Gets Court Approval
MARSTON MILLS: Brings In Joint Liquidators from Ernst & Young

MCLEISH BROTHERS: Goes Into Administration; 175 Jobs Affected
NEWCASTLE PRODUCTIONS: Goes Into Administration; 420 Jobs at Risk
SENTRA FASHION: Taps Joint Liquidators from Tenon Recovery
STONEHILL TAVERNS: Appoints Liquidators from Smith & Williamson
TATA STEEL: Moody's Downgrades Corporate Family Rating to 'B1'

TAYLOR WIMPEY: Says UK and US Housing Markets Remain Weak
TAYLOR WIMPEY: Talks With Lenders Continue
WOOLWORTHS PLC: Iceland Acquires 51 Former Stores
ZAVVI GROUP: Closes 22 Stores; 178 Jobs Affected

* UK: BCC Survey Says Economy Facing a Very Serious Recession
* UK: PwC/CBI Survey Says Financial Services Sector Income Down
* UK: PwC Says London Rates Set to Fall as Economy Weakens


X X X X X X X X

* S&P Junks Ratings on Six Spread-Based Super Senior Notes
* European Commission Opens Formal Proceedings v. S&P Over ISIN
* EUROPE: PwC Says IPO Markets Suffered a Dismal Fourth Quarter


                         *********


=============
A L B A N I A
=============


* Moody's Says Debt Burden Cues 'B1' Bond Rating on Albania
-----------------------------------------------------------
In its annual report on Albania, Moody's Investors Service says
the government's B1 bond rating and stable outlook reflect the
country's hefty debt burden and weak economic and institutional
strength.  The rating also takes into account the country's good
prospects for sustainable economic development based on a strong
political consensus over the need to implement pro-business, pro-
market structural reforms and policies.  Because of the country's
limited economic and financial development, it has not been
directly exposed to the harsh effects of the global credit crunch.

"The rating also reflects the balance of payments risks associated
with the country's large current account deficit and development
needs," said Moody's Assistant Vice President Joan Feldbaum-Vidra,
author of the report.  "Notably, government finances have
displayed a good resilience to shock and macroeconomic performance
continues to be solid."

She said the government's debt burden is high for a country at
this income level.  "Most of Albania's foreign debt was borrowed
at concessional terms from multilateral and bilateral lenders, and
some of its external debt ratios are quite low," said Feldbaum-
Vidra.  "Still, the country registers very large trade and current
account deficits, which make the real economy vulnerable to
external shocks. "

On the fiscal side, the lack of clear property rights and weak tax
administration have hampered budgetary revenue collection, says
the Moody's report, but the authorities have begun to clarify
property rights by starting a land title registry.  Improvements
in this area will be the key to unlocking greater amounts of both
domestic and foreign investment in the economy.

"The government has a full agenda of reforms and a comprehensive
energy supply plan that it intends to implement, including the
construction of a thermal energy plant and the sale of the power
utility's distribution business," said Feldbaum-Vidra.  "The
uncertain political situation in the region and the economy's
vulnerability to external shocks is seen in the context of the
improved policy framework and government debt."

Moody's last rating action on Albania was made in June 2007 when
the ratings on the country were assigned for the first time.


=============
A U S T R I A
=============


BM HOELLER: Claims Registration Period Ends January 15
------------------------------------------------------
Creditors owed money by LLC BM Hoeller (FN 283878v) have until
Jan. 15, 2009, to file written proofs of claim to the court-
appointed estate administrator:

         Philipp Casper
         Kalchberggasse 1
         8010 Graz
         Austria
         Tel: 0316/83 05 50
         Fax: 0316/81 37 17
         E-mail: philipp.casper@aaa-law.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 11:00 a.m. on Jan. 21, 2009, for the
examination of claims at:

         Graz Land Court
         Room 222
         Graz
         Austria

Headquartered in Stainz, Austria, the Debtor declared bankruptcy
on Dec. 4, 2008, (Bankr. Case No. 26 S 147/08z).


EWALD SCHEUCHER: Claims Registration Period Ends January 15
-----------------------------------------------------------
Creditors owed money by LLC Ewald Scheucher (FN 157332x) have
until Jan. 15, 2009, to file written proofs of claim to the court-
appointed estate administrator:

         Mario Kapp
         LLC Advocacy KAPP Rechtsanwalts
         Kaerntnerstrasse 525-527
         8054 Graz - Seiersberg
         Austria
         Tel: 0316/225955
         Fax: 0316/282013
         E-mail: kapp@kapp.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 1:50 p.m. on Jan. 29, 2009, for the
examination of claims at:

         Graz Land Court
         Room 227
         Graz
         Austria

Headquartered in Unterpremstaetten, Austria, the Debtor declared
bankruptcy on Dec. 9, 200, (Bankr. Case No. 25 S 109/08d).


KARL M. REICH: Claims Registration Period Ends January 15
---------------------------------------------------------
Creditors owed money by LLC Karl M. Reich (FN 64392w) have until
Jan. 15, 2009, to file written proofs of claim to the court-
appointed estate administrator:

         Herbert Ortner
         Hauptplatz 46
         8570 Voitsberg
         Austria
         Tel: 03142/22 303
         Fax: 03142/22 303 - 6
         E-mail: office@recht-kompetent.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 11:15 a.m. on Jan. 21, 2009, for the
examination of claims at:

         Graz Land Court
         Room 222
         Graz
         Austria

Headquartered in Voitsberg, Austria, the Debtor declared
bankruptcy on Dec. 4, 2008, (Bankr. Case No. 26 S 146/08b).


WATERCRYST LLC: Claims Registration Period Ends Jan. 16
-------------------------------------------------------
Creditors owed money by LLC Watercryst (FN 234263f) have until
Jan. 16, 2009, to file written proofs of claim to the court-
appointed estate administrator:

         Iris Jaeger,
         Lieberstrasse 3
         6010 Innsbruck
         Austria
         Tel: 0512/571331
         Fax: 0512/571331 99
         E-mail: office@kasseroler.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 11:00 a.m. on Jan. 30, 2009, for the
examination of claims at:

         Land Court of Innsbruck
         Meeting Room 214
         Innsbruck
         Austria

Headquartered in  Kematen in Tirol, Austria, the Debtor declared
bankruptcy on Dec. 9, 2008, (Bankr. Case No. 9 S 26/08k).


=============
G E R M A N Y
=============


AGOR AG: Files for Opening of Insolvency Proceedings
----------------------------------------------------
EUWID reports that Agor AG has filed for the opening of insolvency
proceedings on Friday, January 9.

The company, the report says, failed to secure funding to cover
its short-term liquidity needs.

According to the report, the company's main creditors were not
willing to conclude a debt waiver agreement as part of a
reorganization plan.

The report relates the company had to carry out additional asset
write-downs with regard to its Canadian activities and its
recently-opened salt slag treatment plant in Toeging in Germany.

Based in Germany, Agor AG is a recycler of salt slag from the
aluminium industry.


BELLA DONNA: Claims Registration Period Ends March 4
----------------------------------------------------
Creditors of Della Donna Fitness & Wellness GmbH have until
March 4, 2009, to register their claims with court-appointed
insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on March 25, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Wiesbaden
         E 36 A
         Third Floor
         Building E
         Moritzstrasse 5
         Hinterhaus
         65185 Wiesbaden
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Georg Bernsau
         Kanzlei Bernsau &  Lautenbach
         Zeilweg 42
         60439 Frankfurt/Main
         Germany
         Tel: 069-963 761 130
         Fax: 069-963 761 140
         E-mail: gbernsau@bl-law.de

The District Court opened bankruptcy proceedings against the
company on Dec. 18, 2008.  Consequently, all pending proceedings
against the company have been automatically stayed.

The Debtor can be reached at:

         Bella Donna Fitness & Wellness GmbH
         Attn: Torsten J. Michely, Manager
         Abraham-Lincoln-Str. 17
         65189 Wiesbaden
         Germany


EPICEPT CORP: Shelves Drug Discovery Operations & Cuts Workforce
----------------------------------------------------------------
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) said it
is discontinuing all drug discovery activities and implementing an
approximate 65% reduction in its workforce.  EpiCept will direct
its resources toward the registration of Ceplene(R) in North
America and clinical development programs.  When complete, these
actions are expected to reduce annual expenses by at least US$5.5
million.

"This is a difficult decision and is largely attributable to the
current financing environment, but in taking these actions we will
help ensure that EpiCept has the resources to execute our
development strategies for our most advanced opportunities,"
stated Jack Talley, President and Chief Executive Officer of
EpiCept.  "We are currently focused on partnering Ceplene(R) in
Europe and pursuing regulatory approval of Ceplene in the U.S. and
Canada.  In addition, we look forward to advancing our other drug
candidates through key clinical trials, such as our Phase 1b
development program for EPC 2407 in patients with advanced solid
tumors and lymphomas."

Under the workforce reduction plan, most of the affected positions
will be eliminated immediately and the remainder will be
eliminated over the next three to six months.  The Company expects
to incur a one-time charge during the first quarter of 2009 of
approximately US$2.5 million in connection with the closing of the
San Diego facility.  EpiCept plans to offer the proprietary ASAP
drug discovery technology for sale or partnering to an interested
party.  Mr. Talley continued, "We greatly appreciate the
dedication and significant contributions of the employees affected
by this decision, particularly those who were with Maxim during
the initial development of Ceplene."

                      About EpiCept Corp.

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

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

At Sept. 30, 2008, the company's balance sheet showed total assets
of US$4.9 million and total liabilities of US$20.8 million,
resulting in a stockholders' deficit of US$15,908 million.

                    Going Concern Doubt

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


FRESENIUS SE: Moody's Assigns 'Ba1' Initial Rating on Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba1 rating
(LGD 4, 53%) to the proposed issuance of senior unsecured notes to
be issued by Fresenius US Finance II, Inc. a wholly owned finance
vehicle of Fresenius SE.  All other ratings of Fresenius have been
affirmed with a negative outlook.

The proceeds of the proposed senior unsecured notes of up to
US$650 million will be applied to repay a US$650 million bridge
facility (rated Ba1, LGD 4, 53%), an instrument installed as a
financing component for the US$4.6 billion acquisition of APP
Pharmaceuticals which was closed in 2008.  Once redeemed
completely, Moody's will withdraw the Ba1 rating on this bridge
facility.

The (P)Ba1 rating assigned to the senior unsecured notes reflects
the instrument's relative position in the capital structure and a
Loss Given Default assessment of LGD 4 (53%).  The (P)Ba1 rating
is in line with the group's corporate family rating and the
outstanding senior unsecured notes.  The instrument which will be
issued at the level of Fresenius US Finance II, Inc, a finance
subsidiary of Fresenius SE, is guaranteed on a senior basis by
Fresenius SE, Fresenius Kabi AG and Fresenius Proserve GmbH and
ranks pari passu with the residual senior unsecured notes.

The (P)Ba1 rating for the new senior unsecured notes is one notch
below the Baa3 (LGD 2, 27%) rating for the group's senior credit
facilities which reflects the effective subordination of the
senior unsecured notes relative to this sizable proportion of
secured debt ranking ahead in the capital structure.  The senior
credit facilities consist of US$2.5 billion term loans, US$150
million revolving credit facility issued at the level of APP and
US$400 million corporate revolving credit facility recently
increased from US$300 million.

The (P)Ba1 rating assigned to the new senior unsecured notes is
one notch above the Ba2 (LGD 5, 87%) rating of the EUR554 million
Mandatory Exchangeable Bonds, issued by a new finance subsidiary
Fresenius Finance (Jersey) Ltd and backed by Fresenius SE on a
senior basis, though without the upstream guarantees of key
operating subsidiaries that support the outstanding unsecured
bonds of Fresenius.

The last rating action on Fresenius' CFR was implemented on
August 28, 2008, when Moody's confirmed the Ba1 CFR and changed
the outlook to negative from stable.  This action followed a
review for a possible downgrade prompted by Fresenius's
announcement to acquire APP Pharmaceuticals for an enterprise
value of US$4.6 billion.

Asssignments:

Issuer: Fresenius US Finance II, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned (P)Ba1,
     (LGD 4, 53%)

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinion regarding the transaction.  Upon a conclusive review of
the final versions of all the documents, Moody's will endeavor to
assign a definitive rating to the transaction.  A definitive
rating may differ from a provisional rating.

Fresenius' ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
(i) the business risk and competitive position of the company
versus others within its industry, (ii) the capital structure and
financial risk of the company, (iii) the projected performance of
the company over the near to intermediate term, and (iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside Fresenius' core industry and Fresenius' ratings are
believed to be comparable to those of issuers of similar credit
risk.

Fresenius SE is a global health care company with products and
services for dialysis (through Fresenius Medical Care); healthcare
services (Helios) and facilities management (Vamed); and nutrition
and infusion therapies (Fresenius Kabi).  For the fiscal year
ended on December 31, 2007, Fresenius SE generated consolidated
sales of EUR11.4 billion.


FRESENIUS SE: S&P Assigns 'BB' Rating on US$650 Mil. Placement
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned a
'BB' rating to the proposed US$650 million private placement
maturing in 2015 to be issued by Fresenius U.S. Finance II Inc.
(FUS Finance II), a subsidiary of Germany-based health care group
Fresenius SE (FSE; BB/Negative/--).  At the same time, S&P has
assigned a recovery rating of '3' to these instrument, reflecting
S&P's expectation of average (30%-50%) recovery in the event of a
payment default.

S&P expects the proceeds of the proposed unsecured US$650 million
issue to be used to fully repay FUS Finance II's outstanding
US$650 million bridge.

The recovery rating on the proposed issue is supported by the
valuation of the company as a going-concern--given its
satisfactory business risk profile, its leading market position,
and the high barriers to entry in terms of skills and knowledge in
a highly regulated sector--translating into a stressed enterprise
value at the simulated point of default of about EUR3.5 billion.
The valuation includes the stake in Fresenius Medical Care to
which S&P has given moderate value.  The recovery rating is also
supported by the expected full repayment of the outstanding second
secured US$650 million bridge.  This would lead to the private
placements holders ranking immediately after the senior secured
lenders in the waterfall of the post default payment priorities,
and pari passu with the unsecured EUR1.1 billion issued by
Fresenius Finance B.V.

The recovery is constrained, however, by the lack of security
given to the debtholders, the material amount of priority
liabilities and senior secured credit facility ranking ahead of
the proposed private placements and by the exposure to the
multijurisdiction insolvency process post default.

On completion of the bond issue S&P expects to revise the recovery
ratings on all the group's unsecured debt to '3' based on the pari
passu ranking of all unsecured debt and due to the simplification
of the group's capital structure that ensues from full repayment
of the bridge facility.  Should the amount of the bond be lower
than the proposed US$650 million, or should the bridge not be
fully repaid, the recovery rating on the proposed bond would be
subject to further review.

S&P will publish an updated recovery report upon completion of the
transaction.


HNTV GMBH: Claims Registration Period Ends March 10
---------------------------------------------------
Creditors of HNTV GmbH have until March 10, 20009, to register
their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 9:30 a.m. on April 21, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Frankfurt/Main
         Hall 2
         Building F
         Klingerstrasse 20
         60313 Frankfurt/Main
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Markus Walter
         Cronstettenstrasse 30
         60322 Frankfurt am Main
         Germany
         Tel: 069/9591100
         Fax: 069/95911012

The District Court opened bankruptcy proceedings against the
company on Dec. 4, 2008.  Consequently, all pending proceedings
against the company have been automatically stayed.

The Debtor can be reached at:

         HNTV GmbH
         Am Brunnengarten 4
         60437 Frankfurt am Main
         Germany


H.L.O SPORTPFERDE: Claims Registration Period Ends February 18
--------------------------------------------------------------
Creditors of H.L.O Sportpferde GmbH have until Feb. 18, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 9:15 a.m. on March 18, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Hannover
         Hall 226
         Second Upper Floor
         Service Bldg.
         Hamburger Allee 26
         30161 Hannover
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Stefanie Kuche
         Arthur-Menge-Ufer 5
         30169 Hannover
         Germany
         Tel: 0511 626287-0
         Fax: 0511 626287-10

The District Court opened bankruptcy proceedings against the
company on Dec. 22, 2009.  Consequently, all pending proceedings
against the company have been automatically stayed.

The Debtor can be reached at:

         H.L.O Sportpferde GmbH
         Attn: Sascha Boehnke, Manager
         Hauptstrasse 172
         30826 Garbsen
         Germany


HYPO REAL ESTATE HOLDING: SoFFin Extends EUR30 Bln Guarantee
------------------------------------------------------------
The German Financial Markets Stabilisation Fund ("SoFFin") has
extended its EUR30 billion framework guarantee for Hypo Real
Estate Group from January 15, 2009 until April 15, 2009, Hypo Real
Estate Holding AG, the holding company for the Group, said in a
statement Monday.

The statement said Hypo Real Estate Bank AG, part of Hypo Real
Estate Group, can use guarantees to be issued by SoFFin to
collateralize debt securities to be issued, which must be due for
repayment by April 15, 2009 at the latest.

According to the Group's holding company, Hypo Real Estate Bank AG
will pay to SoFFin a pro-rata commitment commission of 0.1% of the
undrawn portion of the framework guarantee.  The fee for
guarantees drawn will be 0.5% p.a. (previously 1.5% p.a.).

Negotiations between Hypo Real Estate and SoFFin regarding more
extensive and longer-term liquidity and capital support measures
for the Group are continuing, the holding company said.

                      About Hypo Real Estate

Germany-based Hypo Real Estate Holding AG (FRA:HRXG) --
http://www.hyporealestate.com/-- is a German holding company for
the Hypo Real Estate Group.  It is an international real estate
financing company, combining commercial real estate financing
products with investment banking.  The Company divides its
operations into three business units: Commercial Real Estate,
which provides real estate financing on the international and
German market; Public Sector & Infrastructure Finance, and Capital
Markets & Asset Management.  Hypo Real Estate Group operates
through a number of subsidiaries, including, among others, Hypo
Real Estate Bank International AG that focuses on Pfandbrief-based
commercial real estate financing in all international markets, and
offers large-volume investment banking and structured finance
transactions; Hypo Real Estate Bank AG that focuses on the
commercial real estate financing and refinancing business in
Germany, and DEPFA Bank plc in Dublin, Ireland, which is a
provider of public finance.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Dec. 2,
2008, Dominion Bond Rating Service downgraded its long-term
ratings for Hypo Real Estate Holding AG (Holding) and related
entities (together Hypo Real Estate or the Group), including the
Senior Unsecured Long-Term Debt rating for Holding, which was
downgraded to A (low) from "A".  Concurrently, all ratings have
been placed Under Review with Negative Implications.

DBRS's rating action followed the announcement of Hypo Real
Estate's Q3 2008 results, the announcement of an additional EUR20
billion short-term debt guarantee and of additional information
about the Group's liquidity challenges, earnings outlook and
pending application for more comprehensive external support.

The downgrade and the Under Review Negative status reflect DBRS's
concern that Hypo Real Estate's franchise has been weakened by its
ongoing liquidity challenges.  The Group's lack of access to
market funding currently restricts its ability to write new
business and requires it to seek more comprehensive support,
demonstrating the weakening of its intrinsic fundamentals, the
rating agency said.

A TCR-Europe report on Nov. 24, 2008, said Hypo Real Estate Group
incurred a consolidated pre-tax loss of EUR3.105 billion for the
third quarter of 2008 compared with a pre-tax profit of EUR237
million in the corresponding previous year period.  The quarterly
loss is mainly attributable to the writeoff of goodwill
and other intangible assets attributable to the initial
consolidation of DEPFA Bank Plc (EUR2.482 billion).

On Oct. 28, 2008, the TCR-Europe reported Standard & Poor's
Ratings Services lowered its long-term counterparty credit ratings
on the seven rated entities of Hypo Real Estate (HRE) group to
'BBB' from 'BBB+', namely, Germany-based commercial real estate
lenders Hypo Real Estate Bank International AG and Hypo Real
Estate Bank AG, public-finance lenders Depfa Deutsche
Pfandbriefbank AG, Ireland-based DEPFA BANK PLC, Depfa ACS, and
Hypo Public Finance Bank, and Luxembourg-based Hypo Pfandbriefbank
Bank International S.A.

"These rating actions reflect the group's strained financial
profile, weak funding position, and concerns about the viability
of its business model," said Standard & Poor's credit analyst
Volker von Kruechten.  "We expect HRE to restructure and downsize,
which may cause further pressure on earnings and capital, owing to
the difficult market environment and a deteriorating credit
cycle."


KIBO GMBH: Claims Registration Period Ends March 6
--------------------------------------------------
Creditors of KIBO GmbH have until March 6, 2009, to register their
claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on March 27, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Bad Kreuznach
         Hall A4
         Hofgartenstr. 2
         55545 Bad Kreuznach
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Robert Schiebe
         Hindenburgstr. 32
         55118 Mainz
         Germany
         Tel: 06131/619230
         Fax: 06131/61923-11
         E-mail: r.schiebe@leonhardt-Westhelle.eu

The District Court opened bankruptcy proceedings against the
company on Dec. 17, 2008.  Consequently, all pending proceedings
against the company have been automatically stayed.

The Debtor can be reached at:

         KIBO GmbH
         Attn: Thomas Bottlender, Manager
         Fuckerter Weg 13
         55487 Laufersweiler
         Germany


SCHALTSCHRANK VERTEILUNGSBAU: Claims Registration Ends Feb. 23
--------------------------------------------------------------
Creditors of Schaltschrank, Verteilungsbau und Elektroplanung
GmbHhave until Feb. 23, 2009, to register their claims with court-
appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on March 23, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Hamburg
         Hall B 405
         Fourth Floor Annex
         Civil Justice Bldg.
         Sievkingplatz 1
         20355 Hamburg
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Jens-Soeren Schroeder
         Johannes-Brahms-Platz 1
         20355 Hamburg
         Germany

The District Court opened bankruptcy proceedings against the
company on Dec. 23, 2008.  Consequently, all pending proceedings
against the company have been automatically stayed.

The Debtor can be reached at:

         Schaltschrank, Verteilungsbau und
         Elektroplanung GmbH
         Attn: Michael Struck, Manger
         Bramfelder Strasse 110 a
         22305 Hamburg
         Germany


SEMPER FINANCE: Fitch Affirms 'BB' Rating on Class E Notes
----------------------------------------------------------
Fitch Ratings has revised the Outlook on Semper Finance 2006-1
Ltd. class B and C notes, due 2082, to Positive from Stable.  All
the ratings have been affirmed.  Semper 2006-1 is a synthetic
securitization of commercial mortgage loans originated by Eurohypo
AG (rated 'A'/'F1' Outlook Stable).

  -- EUR194,367 Class A+ (ISIN: XS0274873941) affirmed at 'AAA';
     Outlook Stable

  -- EUR138,000,000 Class A (ISIN: XS0274874246) affirmed at
     'AAA'; Outlook Stable

  -- EUR111,500,000 Class B (ISIN: XS0274874592) affirmed at 'AA';
     Outlook revised to Positive from Stable

  -- EUR92,500,000 Class C (ISIN: XS0274874832) affirmed at 'A';
     Outlook revised to Positive from Stable

  -- EUR83,000,000 Class D (ISIN: XS0274875052) affirmed at 'BBB';
     Outlook Stable

  -- EUR32,700,000 Class E (ISIN: XS0274875565) affirmed at 'BB';
     Outlook Stable

The Outlook change reflects the transaction's strong performance,
its rapid amortization and the resulting increased credit
enhancement levels to date, despite a challenging environment for
real estate finance characterized by falling property values and
diminished transaction volumes.  Since the transaction closed in
December 2006, it has not seen any losses or loan defaults.  The
total pool amount has reduced to EUR1.02 billion from EUR1.85
billion at closing, mainly due to prepayments (EUR682.5 million)
but also due to scheduled amortization (EUR124.7 million).  Almost
all loans (99.5% by current principal balance) are subject to
scheduled amortizing features.

Although the weighted average vacancy rate increased to 7.9% (from
7.2% at closing), the WA interest coverage ratio improved to 3.0x
from 2.7x.  The reported WA loan-to-value improved to 54.5% as of
the December 2008 payment date from 64.7%.  Due to the
amortization, the largest single obligor concentration increased
to 8.7% from 5.8% and the largest 10 obligors now make up 41.9%
compared to 36.4% by principal balance at closing.  However, none
of the largest exposures show a reported LTV of above 70%.

Eurohypo bought credit protection on the reference portfolio by
entering into a senior guarantee with a senior counterparty and an
issuer guarantee with Semper Finance 2006-1.  The issuer, in turn,
has transferred its assumed risk to the capital markets by issuing
the class A+ to F CLNs.  Following a credit event on the reference
portfolio, losses will first be allocated against the outstanding
threshold amount of EUR25.07 million.  Once the outstanding
threshold amounts have been reduced to zero, any further losses
will be allocated to the CLNs in reverse order of seniority.
Amortization is fully sequential and the transaction does not
contain replenishment features.

The notes are collateralized by German commercial real estate
loans granted to operating housing associations.  The full
recourse-loans are secured by either senior- or subordinate-
ranking mortgages on residential multi-family assets located in
eastern Germany and Berlin.  The current WA seasoning of the
portfolio is 9.6 years, ie the loans were not granted at the peak
of the latest property cycle and in most cases performed well for
several years before securitization.


TRONOX INC: Files for Chapter 11 to Address Legacy Liabilities
--------------------------------------------------------------
Tronox Incorporated and certain of the company's subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  The filing does not include Tronox's
operations outside of the U.S., which are based in Australia,
Germany and the Netherlands.

"After careful evaluation of all strategic alternatives, we have
concluded that a Chapter 11 filing is the best way to address the
company's debt, in particular its legacy liabilities," said Dennis
Wanlass, Tronox chairman and chief executive officer.  "We want to
assure customers, suppliers and employees that our operations are
continuing without interruption, and during the restructuring
period, we will remain focused on continuing to provide customers
with quality products and unsurpassed service."

The company has taken steps to ensure the continued supply of
goods and services to its customers, with a commitment for up to
US$125 million in new debtor-in-possession financing from its
existing lending group led by Credit Suisse.

The DIP financing provides Tronox with ample liquidity to continue
operations as usual during the restructuring process.  The company
will use the financing to pay vendors for all goods and services
provided after the filing date.  Additionally, Tronox has
requested court approval to continue to pay employees in the same
manner as before the filing with no disruption, and expects the
request to be granted as part of the court's "first day" orders.

"I want to thank our customers, suppliers and business partners
for their continued commitment. I want to give special thanks to
our employees around the world for their ongoing loyalty and
support for our company," Mr. Wanlass said.

                       Legacy Liabilities

The decision to file was made to address legacy liabilities.
Tronox incurred these liabilities when it was spun off in 2006 by
Kerr-McGee Corporation, which has since been acquired by Anadarko
Petroleum Corporation.  The liabilities include environmental
remediation and litigation costs that Tronox was required to
assume at the time of the spinoff.  As part of the spinoff, Kerr-
McGee required Tronox to assume debt of US$550 million in.  In
2006, the interest expense associated with this debt was roughly
US$49 million.  The net proceeds of the debt went to New Kerr-
McGee -- not Tronox.

Gary Barton, Senior Director at Alvarez & Marsal North America
LLC, Tronox's restructuring consultants, said in court papers that
the Legacy Liabilities are almost entirely unrelated to the
operation of Tronox's core titanium dioxide businesses.  The most
significant of the Legacy Liabilities relate to: (a)
environmental remediation and cleanup at allegedly contaminated
sites of the old Kerr-McGee businesses; (b) defense of tort suits
brought by third parties arising from alleged hazardous releases
and contamination related to the Legacy Businesses; and (c)
welfare, benefit and pension obligations for former Old Kerr-McGee
employees who once worked for the Legacy Businesses.

The original Kerr-McGee was founded in 1929 as an oil and gas
exploration company.  Old Kerr-McGee also entered the oil refining
business and expanded into various other energy-related
businesses.  Old Kerr-McGee also entered the uranium industry and
expanded into service station operations and potash mining.  Old
Kerr-McGee also became involved in various other aspects of the
nuclear industry, including exploration, mining, milling, and
conversion of uranium oxide into uranium hexafluoride, pelletizing
of these materials, and fabrication of fuel elements.

According to Mr. Barton, since the spinoff, Tronox has spent more
than US$118 million to satisfy the residual Legacy Liability
obligations.  A nominal amount of that figure relates to titanium
dioxide operations.  Tronox also has spent a total of roughly
US$148 million on environmental remediation costs.  Over time,
Tronox has been reimbursed for roughly US$75 million of this
amount from various third parties.  Kerr-McGee, however, has only
contributed roughly US$4 million.

As a result of the Legacy Liabilities, Tronox is required to
maintain a large environmental remediation group that is
responsible for remediation and other activities on roughly
approximately 100 sites related to the Legacy Businesses.

"Absent the Legacy Liabilities, the resources and personnel
focused on ensuring that the Legacy Liabilities are properly
managed could be used to develop other aspects of Tronox's
businesses.  Additionally, the Legacy Liabilities have effectively
eliminated any potential strategic transaction that could have
alleviated Tronox's current financial and operational problems
without the need to file for chapter 11," Mr. Barton says.

According to Mr. Barton, Tronox has concluded that it is in the
best interests of its businesses, creditors, and stakeholders to
commence the chapter 11 cases to, among other things, reduce the
company's Legacy Liability obligations by reallocating them to
their rightful obligors.

                    Anadarko May Be Exposed

Anadarko acquired Kerr-McGee for US$16.4 billion in cash and the
assumption of US$1.6 billion in debt on August 10, 2006 -- less
than five months after the Tronox Spinoff was completed and the
Legacy Liabilities severed.  According to Mr. Barton, Anadarko has
admitted that it could be financially responsible for the Legacy
Liabilities should Tronox fail.  In both its 2006 and 2007 Annual
Reports, Anadarko stated: "Kerr-McGee could be subject to joint
and several liability for certain costs of cleaning up hazardous
substance contamination attributable to the facilities and
operations conveyed to Tronox if Tronox becomes insolvent or
otherwise unable to pay for certain remediation costs.  As a
result of the merger, we will be responsible to provide
reimbursements to Tronox pursuant to the MSA, and we may be
subject to potential joint and several liability, as the successor
to Kerr-McGee, if Tronox is unable to perform certain remediation
obligations."

                   Tronox's Debt Obligations

As of the bankruptcy filing date, Tronox's outstanding prepetition
indebtedness included:

                                  Outstanding Amount
  Financing                       as of Petition Date
  ---------                       -------------------
  Secured Debt Facility
  consisting of:

     US$250 million five-year           US$109,800,000
     multicurrency revolver
     due November 28, 2010

     US$200 million six-year            US$103,000,000
     term loan due
     November 28, 2011

     Letters of credit                 US$80,000,000

  9.5% Unsecured Notes                US$350,000,000

Tronox entered into the Secured Debt Facility at the time of the
Spinoff.  It is memorialized by a credit agreement dated as of
November 28, 2005 by and among Tronox Inc., Tronox Worldwide as
borrower, Lehman Brothers Inc. and Credit Suisse as joint lead
arrangers and joint bookrunners, ABN Amro Bank N.V., as
syndication agent, JPMorgan Chase Bank, N.A. and Citicorp USA,
Inc., as co-documentation agents, and Lehman Commercial Paper
Inc., as administrative agent.

The Unsecured Notes are governed by an Indenture, dated as of
November 21, 2005, by and among Tronox Worldwide and Tronox
Finance Corp. as issuers, Tronox Inc. and certain domestic
subsidiaries thereof as guarantors, and Citibank, N.A. as trustee.
The stated maturity date of the Unsecured Notes is December 1,
2012.

In addition, certain of the Tronox entities are parties to a US$75
million accounts receivables securitization program.  The term of
the Receivables Securitization expired on January 9, 2009.  With
the expiration of the waiver, The Royal Bank of Scotland plc, as
conduit purchaser, is no longer purchasing receivables.  The
outstanding balance of the receivables purchased by Tronox Funding
LLC and funded by RBS is roughly US$40.7 million.

Mr. Barton also said that during the second half of 2008, Tronox
and its advisors engaged in discussions with certain parties
regarding potential strategic transactions.  The discussions led
to the execution of a letter of intent with one strategic
participant in December 2008 regarding the potential sale by
Tronox of certain assets.  While negotiations regarding such a
sale have continued, the letter of intent terminated by its own
terms upon the commencement of the Chapter 11 cases prior to the
execution of any sales agreement.

A full-text copy of Mr. Barton's affidavit is available at no
charge at:

             http://ResearchArchives.com/t/s?37d4

The company has established a Restructuring Hotline at 1-866-775-
5009 (toll-free within the U.S. and Canada) or 1-405-775-5000
(outside U.S. and Canada), and a restructuring e-mail address
restructuring@tronox.com

                          About Tronox

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has US$1.6 billion in total assets, including US$646.9
million in current assets, as at September 30, 2008.  The company
has US$881.6 million in current debts and US$355.9 million in
total noncurrent debts.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TRONOX INC: To Get US$125MM DIP Loan, Won't Disclose Fees
---------------------------------------------------------
Tronox Inc., and its affiliated debtors seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
access debtor-in-possession financing of up to US$125,000,000.

Pursuant to a credit agreement, Credit Suisse Securities (USA)
LLC, as sole lead arranger and sole bookrunner, Credit Suisse as
administrative agent, JPMorgan Chase Bank, N.A. as collateral
agent, and the banks, financial institutions and other lenders
parties thereto, have agree to provide a US$125 million
superpriority priming senior secured credit facility to Tronox.

As consideration for the DIP Agent's agreements under the DIP
Credit Agreement, the Debtors have agreed to pay the fees set
forth in a Fee Letter signed by the parties.

According to Jonathan S. Henes, Esq., at Kirkland & Ellis LLP,
proposed counsel to Tronox, the Fee Letter contains sensitive,
confidential commercial information regarding, inter alia, the
structure and amount of the fees relating to the DIP Facility.
Because the disclosure of this information could harm Credit
Suisse, the Debtors have agreed to seek authority to file the Fee
Letter under seal and to provide for the limited disclosure of the
Fee Letter.

Tronox asks the Court to approve the filing of the Fee Letter
under seal.

                        About Tronox

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has US$1.6 billion in total assets, including US$646.9
million in current assets, as at September 30, 2008.  The company
has US$881.6 million in current debts and US$355.9 million in
total noncurrent debts.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TRONOX INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tronox Incorporated
       aka New-Co Chemical, Inc.
       One Leadership Square
       211 N. Robinson, Suite 300
       Oklahoma City, OK 73102

Bankruptcy Case No.: 09-10156

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
Tronox Luxembourg S.ar.L.                          09-10155
Cimarron Corporation                               09-10157
Southwestern Oil & Refining Company                09-10158
Transworld Drilling Company                        09-10159
Triangle Refineries, Inc.                          09-10160
Triple S Environmental Management Corporation      09-10161
Triple S Minerals Resources Corporation            09-10162
Triple S Refining Corporation                      09-10163
Triple S, Inc.                                     09-10164
Tronox Finance Corp.                               09-10165
Tronox Holdings, Inc.                              09-10166
Tronox LLC                                         09-10167
Tronox Pigments (Savannah) Inc.                    09-10168
Tronox Worldwide LLC                               09-10169

Related Information: The Debtors (NYSE:TRX) produces and markets
                    titanium dioxide pigment, an inorganic white
                    pigment used in paint, coatings, plastics,
                    paper and many other everyday products.  The
                    company's five pigment plants, which are
                    located in the United States, Australia,
                    Germany and the Netherlands, supply
                    performance products to approximately 1,100
                    customers in 100 countries.  In addition,
                    Tronox produces electrolytic products,
                    including sodium chlorate, electrolytic
                    manganese dioxide, boron trichloride,
                    elemental boron and lithium manganese oxide.

                    Bloomberg says the company is the world's
                    third largest maker of titanium dioxide.
                    According to Bloomberg, DuPont Co. is the
                    largest maker of the chemical, followed by
                    Saudi-owned National Titanium Dioxide Co.,
                    known a Cristal.

                    Tronox has US$1.6 billion in total assets,
                    including US$646.9 million in current assets,
                    as at September 30, 2008.  The company has
                    US$881.6 million in current debts and
                    US$355.9 million in total noncurrent debts.

                    Tronox has retained the investment banking
                    firm Rothschild Inc. to further assist the
                    company in evaluating strategic options for
                    the business.

                    As of December 4, Robert Y. Brown, III,
                    Tronox Incorporated vice president of
                    strategic planning and business services was
                    no longer with the company.

                    As of December 4, 2008, Robert Y. Brown,
                    III, Tronox Incorporated vice president of
                    strategic planning and business services is
                    no longer with the company.

                    As of November 30, 2008, the Debtors said
                    that these individuals hold 5% or more of
                    the voting securities including: Ardsley
                    Partners; LaGrange Capital Management,
                    L.L.C.; Jonathan Gallen; Ahab Capital
                    Management Inc., L.L.C.; Paulson & Co.,
                    Inc.; Brandes Investment Partners, LP; and
                    RLR Capital Partners GP, L.L.C.

                    The Debtors have (i) number of outstanding
                    shares as of December 31, 2008: 19,107,367
                    class A; and 22,889,431 class B, and (ii)
                    approximate number of holders as of December
                    31, 2008: 824 class A; and 12,592 class B.

                    See: http://www.tronox.com/

Chapter 11 Petition Date: January 13, 2009

Court: Southern District of New York

Judge: Case reassigned from Hon. Stuart M. Bernstein to
      Hon. Allan L. Gropper

Debtor's Counsel: Richard M. Cieri, Esq.
                 Jonathan S. Henes, Esq.
                 Colin M. Adams, Esq.
                 Kirkland & Ellis LLP
                 Citigroup Center
                 153 East 53rd Street
                 New York, NY 10022-4611
                 Tel: (212) 446-4800
                 Fax: (212) 446-4900
                 http://www.kirkland.com

Conflicts Counsel: Togut, Segal & Segal LLP

Investment Banker: Rothschild Inc.

Claims Agent: Kurtzman Carson Consultants LLC

Restructuring Consultants: Alvarez & Marsal North America LLC

The Debtors' financial condition as of November 30, 2008

Total Assets: US$1,557,000

Total Debts: US$1,221,600

The Debtor's Largest Unsecured Creditors:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
Wilmington Trust Company       Corporate         US$350,000,000
as indenture trustee           Debenture
Attn: James McGinley
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Tel: (302) 651-1000
Fax: (302) 651-8010

Richards Bay Iron & Titanium   Trade             US$ 8,931,290
Pty Ltd
Attn: George Deyzel
Managing Director
P.O. Box 401
Richards Bay, South Africa
39000
Tel: 27 35 901 3111
Fax: 27 35 901 3200

Oxbow Calcining LLC            Trade             US$1,773,480
Attn: Richard Callahan
Chief Executive Officer
1601 Forum Place
West Palm Beach, FL 33401-8101
Tel: (561) 697-4300
Fax: (561) 697-1876

Gulbrandsen Co Inc.            Trade             US$902,725
Attn: Donald Gulbrandsen
President
2 Main Street
Clinton, NJ 08809
Tel: (908) 735-5458
Fax: (908) 735-0983

Olin Corp - Chlor Al           Trade             US$838,609
Attn: Joseph D. Rupp
Chairman, President & Chief
Executive Officer
190 Carondelet Plaza, Ste. 1350
Clayton, MO 63105-3443
Tel: (314) 480-1400
Fax: (314) 862-7406

Powertrack Network             Trade             US$686,549
Attn: Richard K. Davis
Chairman, President &
Chief Executive Officer
800 Nicolett Mall
Minneapolis, MN 55402-7014
Tel: (651) 466-3000
Fax: (612) 303-0782

Southern Ionics, Inc.          Trade             US$376,143

Marmetal Industries, LLC       Trade             US$347,477

Veolia Water North America     Trade             US$345,092

Lanxess Corp.                  Trade             US$344,491

Watson Wyatt                   Trade             US$335,484

Macaljon/Scl Inc.              Trade             US$334,946

K.A. Steel Chemicals           Trade             US$301,311

De Nora Tech Inc.              Trade             US$285,000

ESK Ceramics                   Trade             US$266,405

Ideal Chemical & Supply        Trade             US$256,541
Company

Kemira Water Solutions, Inc.   Trade             US$243,610

Jimco Integrated Services      Trade             US$241,441

Gulf Coast Marine Supply Co.   Trade             US$232,571
Inc.

Industrial Metalworks          Trade             US$227,964

Rath Refractories Inc.         Trade             US$220,706

Brenntag Pacific Inc.          Trade             US$206,010

CSAV, Inc.                     Trade             US$190,512

AECOM                          Trade             US$188,298

Oracle Corporation             Trade             US$181,051

Tubes Inc.                     Trade             US$165,792

B E & K Industrial Services    Trade             US$147,723

The G.C. Broach Company        Trade             US$135,550

Aberdeen Machine Works Inc.    Trade             US$134,941

The petition was signed by vice-president Michael J. Foster.


ZIWI KUNSTSTOFF: Claims Registration Period Ends February 17
------------------------------------------------------------
Creditors of Ziwi Kunststoff und Recycling GmbH have until
Feb. 17, 2009, to register their claims with court-appointed
insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 1:00 p.m. on March 31, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Weiden
         Law Court
         Room 219
         Ledererstrasse Nr. 9
         Weiden

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Rudolf Dobmeier
         Dr. Gessler-Str. 20
         93051 Regensburg
         Germany
         Tel: 0941/230391-0

The District Court opened bankruptcy proceedings against the
company on Dec. 30, 2008.  Consequently, all pending proceedings
against the company have been automatically stayed.

The Debtor can be reached at:

         Ziwi Kunststoff und Recycling GmbH
         Berglerschleife 3 - 7
         92714 Pleystein
         Germany

         Attn: Markus Hoefer, Manager
         Prof. Buttersack-Str. 1
         85778 Haimhausen
         Germany


=============
I C E L A N D
=============


KCAJ: Poised to Go Into Administration
--------------------------------------
Sarah O' Connor at the Financial Times reports that Kcaj, an
Icelandic investment fund majority-owned by Milestone, could go
into administration this week.

According to the report, Kcaj's stakes in such companies as Jones
the Bootmaker, Mountain Warehouse and Duchamp will be put up for
sale.

The report relates that Bjarki Brynjarsson, head of corporate
finance at Askar, which was put in charge of managing Kcaj by
Milestone, said he was looking at ways of releasing value from
Kcaj for its creditors, including voluntary administration or
restructuring.  He noted some or all of the stakes could be sold.

Mr. Brynjarsson, as cited by the report, said a decision would
come "in the next couple of days".

Askar, the report recounts, was talking to Deloitte, which it
would appoint as administrators.

The report discloses that according to Mr. Brynjarsson, the
intention was to protect Kcaj's investments and jobs within the
companies.

"I think they are in pretty good shape," Mr. Brynjarsson was
quoted by the report as saying.

Citing people familiar with the situation, the report states that
while two of Kcaj's companies, Hardy Amies and Ghost, have fallen
into administration in recent months, its other investments, which
also include Cruise and Aspinalls of London, are trading well and
would not be at risk if it went into administration.

The report adds some of the retailers' management teams, including
that of Jones Bootmaker, would be interested in buying back Kcaj's
stakes if it decided to sell.


=============
I R E L A N D
=============


ELAN CORP: Hires Citigroup to Review Strategic Alternatives
-----------------------------------------------------------
Elan Corporation plc has hired Citigroup Global Markets Inc to
conduct a review of the company's strategic alternatives.

The goal is to secure access to the necessary financial resources
and commercial infrastructure to allow Elan to accelerate the
development and commercialization of its extensive pipeline and
product portfolio while maximizing the ability of its shareholders
to participate in the resulting longer term value creation, the
company said in a statement Tuesday.

Elan said the range of alternatives that will be assessed could
include minority investment or strategic alliance, a merger or
sale.

As reported in the Troubled Company Reporter-Europe, Elan said on
December 12 it will close its offices in New York and Tokyo during
the first quarter of this year.

A TCR-Europe report on Feb. 25, 2008, said Elan incurred a net
loss of US$405 million on revenues of US$759.4 million for the
year ended Dec. 31, 2007, compared with net loss of US$267.3
million on revenues of US$560.4 million for the same period in
2006.

At Dec. 31, 2007, the company's unaudited consolidated balance
sheet showed US$1.78 billion in total assets, US$2.02 billion in
total liabilities and US$234.7 million in shareholders' deficit.

On Feb. 28, 2008, the TCR reported Moody's Investors Service
affirmed Elan's "B3" Corporate Family Rating and "B2" Probability
of Default Rating.  The ratings have positive outlook.

                     About Elan Corporation

Dublin, Ireland-based Elan Corporation plc (NYSE:ELN) --
http://www.elan.com/-- is a neuroscience-based biotechnology
company.  Its operations are organized into two business units:
Biopharmaceuticals and Elan Drug Technologies (EDT).
Biopharmaceuticals engages in research, development and commercial
activities primarily areas, such as Alzheimer's disease,
Parkinson's disease, multiple sclerosis (MS), Crohn's disease (CD)
and severe chronic pain.  EDT is a specialty pharmaceutical
business unit of Elan.  Elan's marketed products in the the United
States include PRIALT (ziconotide intrathecal infusion), AZACTAM
(aztreonam for injection, USP) and MAXIPIME (cefepime
hydrochloride) for Injection.  On June 5, 2006, Elan and Biogen
Idec announced the approval of a supplemental Biologics License
Application (sBLA) by the United States Food and Drug
Administration for the reintroduction of TYSABRI (natalizumab) as
a monotherapy treatment for relapsing forms of MS to slow the
progression of disability and reduce the frequency of clinical
relapses.


===================
K A Z A K H S T A N
===================


ALLIANCE CAPITAL: Proof of Claim Deadline Slated for Feb. 24
------------------------------------------------------------
OJSC Trust Investment Fund Alliance Capital has declared
insolvency.  Creditors have until Feb. 24, 2009, to submit written
proofs of claim to:

         OJSC Trust Investment Fund Alliance Capital
         Furmanov Str. 100
         Almaty
         Kazakhstan


DOR INVEST LTD: Creditors Must File Claims by February 24
---------------------------------------------------------
The Specialized Inter-Regional Economic Court of Kostanai has
declared LLP Dor Invest Ltd. insolvent.

Creditors have until Feb. 24, 2009, to submit written proofs of
claim to:

         The Specialized Inter-Regional
         Economic Court of Kostanai
         Baitursynov Str. 70
         Kostanai
         Kazakhstan


OTRAR REAL: Claims Filing Period Ends February 24
-------------------------------------------------
LLP Otrar Real Estate Development has declared insolvency.
Creditors have until Feb. 24, 2009, to submit written proofs of
claim to:

         LLP Otrar Real Estate Development
         Severnaya promzona Str. 87
         Atyrau
         Kazakhstan
         Tel: 8 (7122) 76-31-27


SK KAZ OIL: Creditors' Claims Due on February 25
------------------------------------------------
LLP SK Kaz Oil Snub has declared insolvency.  Creditors have until
Feb. 25, 2009, to submit written proofs of claim to:

         LLP SK Kaz Oil Snub
         Micro District 12, 11-77
         Aktau
         Mangistau
         Kazakhstan


STROY MONTAGE-2003: Claims Registration Ends February 20
--------------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda has
declared LLP Kaz Stroy Montage-2003 insolvent.

Creditors have until Feb. 20, 2009, to submit written proofs of
claim to:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Jambyl Str. 9
         Karaganda
         Kazakhstan


SVYAZ STROY: Proof of Claim Deadline Slated for February 24
-----------------------------------------------------------
The Specialized Inter-Regional Economic Court of Astana has
declared JSC Akmola Svyaz Stroy insolvent on October 7, 2008.

Creditors have until Feb. 24, 2009, to submit written proofs of
claim to:

         The Specialized Inter-Regional
         Economic Court of Astana
         Ugolnaya Str. 14a
         010000 Astana
         Kazakhstan
         Tel: 8 (7172) 31-02-15
              8 (7172) 98-31-74


===================
K Y R G Y Z S T A N
===================


BEK ELECTRA-UG: Creditors Must File Claims by February 19
---------------------------------------------------------
LLC BEK ELECTRA-UG has declared insolvency.  The proofs of claim
will be accepted until Feb. 19, 2009.

The company can be reached at:  (0-773) 32-33-24


ENERGY MINING: Creditors Must File Claims by February 13
--------------------------------------------------------
LLC Energy Mining has declared insolvency.  Creditors have until
Feb. 13, 2009, to submit proofs of claim to:

         LLC Energy Mining
         Micro District 11, 2-18
         Bishkek
         Kyrgyzstan
         Tel:  (+996 312) 56-34-99


===================
L U X E M B O U R G
===================


LEHMAN BROTHERS: BNC and Luxembourg Unit File for Chapter 11
------------------------------------------------------------
Luxembourg Residential Properties Loan Finance, S.a.r.l., an
affiliate of Lehman Brothers Holdings, Inc., filed for bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of New York on January 7, 2009, three months after LBHI filed the
largest bankruptcy in U.S. history.

On, Jan. 9, LBHI's subprime-mortgage lending unit BNC Mortgage LLC
filed for bankruptcy, seeking to wind down with its parent
company, Bloomberg News reported.  It listed assets and debt of
more than US$1 billion each.  Irvine, California-based BNC
Mortgage originated, bought and sold residential mortgage loans.

Luxembourg Residential, listing US$1 billion in both assets and
debts in its Chapter 11 Petition, seeks to be consolidated with
LBHI's bankruptcy case.  Luxembourg Residential is LBHI's 16th
affiliate under bankruptcy protection in the U.S.  Luxembourg
Residential estimates that its creditors, consolidated with its
debtor affiliates, will exceed 100,000.

Luxembourg Trading Finance S.a.r.l. owns 100% of Luxembourg
Residential's equity, a court filing signed by Alfredo R. Perez,
Esq., at Weil, Gotshal & Manges LLP, in New York, states.
According to the court filing, Luxembourg Residential does not
directly or indirectly own 10% or more of any class of equity
interests in any corporation whose securities are publicly traded
and does not own an interest in any general or limited partnership
or joint venture.

Other real estate-related Lehman affiliates, including PAMI
Statler Arms, LLC, an apartment complex unit in Cleveland, also
filed for Chapter 11 protection on September 23, 2008, listing
assets of US$20 million and debt of US$38.5 million, Bloomberg
News said.

Bloomberg related that LBHI said in an annual filing with the
U.S. Securities and that various subsidiaries in European
countries including Luxembourg, Switzerland and Italy are
overseen by regulatory authorities in those countries.  The
annual filing, however, didn't disclose any other information
about Luxembourg operations.

Luxembourg Residential's case is In re Luxembourg Residential
Properties Loan Finance 09-10108, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).  LBHI's case is In re. Lehman
Brothers Holdings Inc., 08-13555, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

Creditors in Luxembourg Residential's Chapter 11 case are
directed to attend a Section 341 meeting on January 29, 2009, at
10:00 a.m., at the Mercury Ballroom of the Hilton New York, at
1335 Avenue of the Americas, in New York.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
US$639 billion in assets and US$613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


=====================
N E T H E R L A N D S
=====================


ELM BV: Note Deleveraging Cues S&P's Junk Rating on Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch positive
its 'CCC' credit rating on the EUR50 million leveraged super
senior secured series 35 notes issued by ELM B.V.

This rating action follows the full deleveraging of the notes.
This means that investors are no longer exposed to potential
market value risk from movements in credit default swap spreads.
S&P's future analysis will focus on the credit risk of the
portfolio only.  S&P will review the credit rating on these notes,
for a potential upgrade, in due course.  S&P notes that the
upgrade may be more than one notch.


LYONDELL CHEMICAL: Seeks Feb. 20 Extension of Schedules Filing
--------------------------------------------------------------
Lyondell Chemical Company and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
to Feb. 20, 2009, their deadline to file their schedules of assets
and liabilities and statements of financial affairs

Given the size and complexity of their businesses, the Debtors
have a significant amount of information to accumulate in order
to prepare their schedules of assets and liabilities and
statements of financial affairs.  The Debtors will have to prepare
the Schedules and Statements for no fewer than 79 entities with
operations and creditors located throughout the world.

The Debtors' proposed counsel, Deryck A. Palmer, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, asserts that
while the Debtors are mobilizing their professionals in the
preparation of the Schedules and Statements, resources are
strained and the Debtors did not have ample time to gather and
analyze the information necessary in preparing their Schedules
and Statements prior to the Petition Date.  Moreover, the
Debtors' primary focus thus far has been preparing for the filing
of their Chapter 11 cases, he says.

Mr. Palmer stresses that taking into account the amount of work
entailed in completing the Schedules and Statements and the
competing demands upon the Debtors' employees and professionals
to assist in efforts to stabilize the Debtors' businesses, the
Debtors likely will not be able to complete the Schedules and
Statements properly and accurately within the required 15-day
time period provided for under Rule 1007(c) of the Federal Rules
of Bankruptcy Procedure, and Section 521 of the Bankruptcy Code.

Mr. Palmer further says converting the Debtors' data into the
required matrix format would be unduly burdensome and would
increase the risk of error with respect to the transfer of those
information from the computer systems maintained by the Debtors
or their agents.

If the Debtors' application to retain a claims agent is approved,
the Claims Agent will, among others, assist with compiling a
creditor database from the Debtors' computer records and complete
mailing of notices to the creditors.  The Debtors, with the help
of the Claims Agent, anticipate to have completed a consolidated
creditors' list within 30 days.  The Debtors add that since the
Claims Agent will receive an electronic list of creditors, filing
a separate list of all creditors would serve no purpose.  Thus,
the Debtors also seek the Court's authority to waive the
requirement under Rule 1007(a)(1) to file a list of the Debtors'
creditors.

The Debtors further ask the Court to approve, and direct the
Claims Agent to serve, a notice disclosing the Debtors' Chapter
11 filing so that entities will receive the notice no later than
five days after the Debtors' receipt of the time and date of the
creditors' meeting pursuant to Section 341 of the Bankruptcy
Code.

                     About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.  (Lyondell Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LYONDELL CHEMICAL: Seeks to Pay US$350MM in Foreign Vendor Claims
-----------------------------------------------------------------
Lyondell Chemical Company and its U.S. affiliates under Chapter 11
protection seek approval from the U.S. Bankruptcy Court for the
Southern District of New York to pay pre-bankruptcy claims of
foreign vendors aggregating US$350 million.

The Debtors' proposed counsel, Deryck A. Palmer, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, explains to the
Court that in light of the worldwide scope of Lyondell's
businesses, the Debtors incur obligations to numerous foreign
vendors and suppliers of, among others, crude oil, steel and
chemical products.  In their refining and chemicals businesses,
the Debtors obtain a majority of their raw materials through
supply contracts with those vendors.

The Debtors' operations in the United States largely depend on the
regular deliveries of raw materials provided by the Debtors'
largest foreign creditors.  The Debtors estimate that half of the
prepetition claims they are seeking to pay arise from goods
supplied by the Foreign Creditors and would be entitled to
administrative claims status pursuant to Section 503(b)(9) of the
Bankruptcy Code.

If Foreign Creditors are not paid, they could withhold goods and
services from the Debtors, terminate supply contracts and cause
potential interruptions, without effective recourse for the
Debtors in the Court, says the Debtors' proposed counsel, Deryck
A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York.

The resulting service interruption could have disastrous
consequences on the operations of the Debtors' businesses due to
the lack of alternative suppliers, or the amount of time need to
resource, he says.

Mr. Palmer further points out that many of the Foreign Creditors
lack minimum contacts with the United States and thus, are not
likely to be subject to the jurisdiction of the Court or the
Bankruptcy Code that protect the Debtors' assets and operations.
Against this backdrop, the Foreign Creditors holding claims
against the Debtors may engage in conduct that disrupts the
Debtors' domestic and international operations.  Foreign
authorities that believe the automatic stay does not govern their
actions may exercise self-help which could include shutting down
the Debtors' access to essential supplies of raw materials, Mr.
Palmer continues.

Accordingly, the Debtors seek the Court's authority to pay the
Foreign Creditors all prepetition amounts aggregating
US$350,000,000.  The Debtors reserve the right to seek authority
to make additional payments.

                     About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.  (Lyondell Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


===========
R U S S I A
===========


ALROSA COMPANY: Completes Acquisition of KIT Finance
----------------------------------------------------
RIA Novosti reports that Alrosa Company Ltd has completed its
acquisition of KIT Finance Group.

The report relates KIT Finance said in a statement on Sunday that
the group is now controlled by KIT Finance Holding Company whose
ultimate owners are RZD and Alrosa.

According to the report, Alrosa and RZD, the Russian acronym
for Russian Railways, each owns a 45% stake in the holding
company, while the remaining 10% is owned by National Capital.

On Dec. 1, 2008, the TCR-Europe, citing RIA Novosti, reported that
Russia's Antimonopoly Service approved on November 25 an
application by Alrosa to buy a 45% stake in KIT Finance Holding
Company.

The report disclosed Russian Railways would take a 45% stake in
the company via the rail monopoly's 100% subsidiary, KRP-Invest.

                          About Alrosa

ALROSA Co. Ltd. -- http://eng.alrosa.ru/eng/-- is Russia's
largest diamond company engaged in the exploration, mining,
manufacture and sales of diamonds and one of the world's major
rough diamond producers.  ALROSA produces about 20% of the world's
rough diamond output and accounts for almost 100% of all rough
diamonds produced in Russia.

                          *     *     *

As reported in the TCR-Europe on Nov. 28, 2008, Moody's Investors
Service affirmed the Ba2 corporate family ratings of ALROSA
Company Ltd and Ba2 senior unsecured US$500 million 2014 notes
raised by the group at ALROSA Finance SA and guaranteed by ALROSA
Company Ltd.  The outlook is stable.

While Moody's affirmed the ratings, it has also revised the inputs
that support the Ba2 corporate family ratings.


AVANGARD OJSC: Karelia Bankruptcy Hearing Set May 19
----------------------------------------------------
The Arbitration Court of Karelia will convene on May 19, 2009, to
hear bankruptcy supervision procedure on OJSC Avangard Ship-
Building Plant.  The case is docketed under Case No. A26–
6922/2008.

The Temporary Insolvency Manager is:

         Yu. Remizov
         Kirova Str.118
         454091 Chelyabinsk
         Russia

The Court is located at:

         The Arbitration Court of Karelia
         Krasnoarmeyskaya Str. 24a
         185910 Petrozavodsk
         Russia

The Debtor can be reached at:

         OJSC Avangard
         Onezhskoy Flotilii Str. 1
         Petrozavodsk
         185640 Karelia
         Russia


BIZON LLC: Creditors Must File Claims by January 26
---------------------------------------------------
Creditors of LLC Bizon Purpose-Built Plant (TIN 5258048912) have
until Jan. 26, 2009, to submit proofs of claims to:

         Ye. Kotkov
         Temporary Insolvency Manager
         Post User Box 76
         603159 Nizhny Novgorod
         Russia

The Arbitration Court of Nizhegorodskaya will convene at
1:45 p.m. on Apr.14, 2009, to hear bankruptcy supervision
procedure.  The case is docketed under Case No. A43–29668/2008,
33–175.

The Debtor can be reached at:

         LLC Bizon Purpose-Built Plant
         Iyulskikh dney Str.1
         603011 Nizhny Novgord
         Russia


DAVLEKANOVSKAYA SHOE: Court Names Insolvency Manager
----------------------------------------------------
The Arbitration Court of Bashkortostan appointed S. Konovalov as
Insolvency Manager for OJSC Davlekanovskaya Shoe Factory (TIN
0259007606).  The case is docketed under Case No. A07-
19703/2005-G-KhRM.  He can be reached at:

         Post User Box 19
         Sterlimak-28
         453128 Bashkortostan
         Russia

The Debtor can be reached at:

         OJSC Davlekanovskaya Shoe Factory
         M. Gafury Str. 4
         Davlekanovo
         Russia


DELTA LLC: Creditors Must File Claims by January 26
---------------------------------------------------
Creditors of LLC Delta Industrial Construction Company have
until Jan. 26, 2009, to submit proofs of claims to:

         V. Dmitriyev
         Temporary Insolvency Manager
         Post User Box 2004
         Central Post Office
         650000 Kemerovo
         Russia

The Arbitration Court of Tumen will convene at 9:45 a.m. on
Mar. 31, 2009, to hear bankruptcy supervision procedure.  The case
is docketed under Case No. A70–4069/3–2008.

The Debtor can be reached at:

         LLC Delta
         Apt. 116
         Parfenova Str. 20
         625013 Tumen
         Russia


ENISEY-TEKNO-LES LLC: Creditors Must File Claims by February 26
---------------------------------------------------------------
Creditors of LLC Enisey-Tekhno-Les (Lumbering) have until
Feb. 26, 2009, to submit proofs of claims to:

         A. Biryukov
         Insolvency Manager
         Post User Box 2004
         Central Post Office
         650000 Kemerovo
         Russia

The Arbitration Court of Omskaya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A46–20919/2008.

The Debtor can be reached at:

         LLC Enisey-Tekhno-Les
         Oktyabrskaya Str. 120
         644007 Omsk
         Russia


EVROPA LLC: Creditors Must File Claims by January 26
----------------------------------------------------
Creditors of LLC Evropa Fuel-Energy Company (TIN 6950012975)
have until Jan. 26, 2009, to submit proofs of claims to:

         S. Kiselev
         Temporary Insolvency Manager
         Post User Box 333
         Central Post Office-100
         170100 Tver
         Russia

The Arbitration Court of commenced bankruptcy supervision
procedure.  The case is docketed under Case No. A66-8816/2008.

The Debtor can be reached at:

         LLC Evropa
         50 let Oktyabrya Str. 3b
         Tver
         Russia


NALCHIK LEATHER: Creditors Must File Claims by February 26
----------------------------------------------------------
Creditors of OJSC Nalchik Leather-like Materials Factory have
until Feb. 26, 2009, to submit proofs of claims to:

         B. Dumanov
         Insolvency Manager
         Apt. 61
         Tarchokova Str. 54g
         Nalchik
         360005 Kabardino-Balkaria
         Russia

The Arbitration Court of Kabardino-Balkaria commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No.A 20-1281/2008.

The Debtor can be reached at:

         OJSC Nalchik Lether-like Materials Factory
         Prokhladnenskoe shosse
         Nalchik
         Kabardino-Balkaria
         Russia


SEV-KAV-ELEKTRO-PRIBOR OJSC: Claims Must Be Submitted by Feb. 26
----------------------------------------------------------------
Creditors of OJSC Sev-Kav-Elektro-Pribor (Instrument-Making
Plant) have until Feb. 26, 2009, to submit proofs of claims to:

         B. Dumanov
         Insolvency Manager
         Apt.61
         Tarchokova Str. 54g
         Nalchik
         360005 Kabardino-Balkaria
         Russia

The Arbitration Court of Kabardino-Balkaria commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A 20-565/2008.

The Debtor can be reached at:

         OJSC Sev-Kav-Elektro-Pribor
         Tsiolkovskogo Str. 7
         Nalchik
         Kabardino-Balkaria
         Russia


YAROSLAVSKIY COMPRESSOR: Creditors Must File Claims by Jan. 26
--------------------------------------------------------------
Creditors of OJSC Yaroslavskiy Compressor have until Jan. 26,
2009, to submit proofs of claims to:

         E. Aleskerov
         Insolvency Manager
         Post User Box 1055
         Severnaya Kommunalnaya Zona
         Novy Urengoy
         629300 Yamalo-Nenetskiy
         Russia

The Arbitration Court of Yaroslavskaya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A82–10940/08–43-B/66.


YUZHNO-RUDNAYA KOMPANIYA: Court Names Insolvency Manager
--------------------------------------------------------
The Arbitration Court of Buryatia appointed Ye. Rumyantsev as
Temporary Insolvency Manager for LLC Yuzhno-Rudnaya Kompaniya
(Ore Mining).  The case is docketed under Case No. A10–2813/08.
He can be reached at:

         Post User Box 369
         664050 Irkutsk
         Russia

The Debtor can be reached at:

         LLC Yuzhno-Rudnaya Kompaniya
         Tereshkovoy Str. 3b
         Ulan-Ude
         671000 Buryatia
         Russia


===========
S W E D E N
===========


FORD MOTOR: May Seek Bailout if Sales Dive Below Projections
------------------------------------------------------------
Ford Motor Co., may be forced to seek a bailout as the weakening
economy threatens to drive domestic sales 10% lower than the
company's forecast, Bloomberg News reports.

Chairman William Clay Ford Jr. told reporters January 11 that
Ford's "game plan is to keep going on our own" and not seek
federal loans unless "the world implodes as we know it."

To recall, Ford is the lone U.S. automaker that has so far not
sought federal aid.  On Dec. 31, 2008, the Treasury completed a
transaction with General Motors Corp., under which the Treasury
will provide GM with up to a total of US$13.4 billion in a three-
year loan from the Troubled Assets Relief Program, secured by
various collateral.  On January 2, 2009, the Treasury provided a
three-year US$4 billion loan to Chrysler Holding LLC.  The
Treasury has required each of the two to submit a plan that would
allow long-term viability to be achieved.  The loan agreement
provides for acceleration of the loan if those goals under the
plan, which are subject to review by a designee of the U.S.
President, are not met.

According to Bloomberg, Ford revised its outlook for 2009 U.S.
light-vehicle sales over the weekend, allowing that as few as 12
million cars and light trucks may be sold.  However, Ford still
expects to make it through this year without aid.

That outlook is considerably more optimistic than the views of
rival automakers and many analysts.  General Motors Corp., IHS
Global Insight and Citigroup all expect fewer than 11 million cars
and light trucks to be sold this year.

"Ford has painted a rather rosy picture of where the market's
going," said IHS Global Insight Analyst Aaron Bragman, whose
consulting house forecasts 2009 sales of 10 million to
10.5 million.  "I think they've painted an optimistic scenario and
they're going to have to take some federal money."

            Union Wants Gov't to Name "Car Czar"

Neal E. Boudette at The Wall Street Journal reports that United
Auto Workers Union President Ron Gettelfinger said on Monday that
he would like the government to appoint a "car czar" who "knows
something about the auto industry," and not a Wall Street expert,
to supervise the restructuring of General Motors, Chrysler LLC,
and Ford Motor.  According to WSJ, President-elect Barrack Obama
would appoint a car czar.

WSJ relates that an auto czar can force automakers, their banks,
creditors, suppliers, and the union to give concessions to put GM
and Chrysler back to profitability.  Ford Motor, according to the
report, is trying to end its losses, but said that it doesn't need
short-term help.

Chrysler must partner with another auto maker, WSJ says, citing
Mr. Gettelfinger.  "I don't know what Chrysler is going to look
like, but it is going to be viable.  I think Chrysler will be
here" in a year, the report quoted him as saying.

                  About Ford Motor Co.

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

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

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, Moody's Investors Service lowered the debt ratings of
Ford Motor Company, Corporate Family and Probability of
Default Ratings to Caa1 from B3.  The company's Speculative
Grade Liquidity rating remains at SGL-3 and the rating outlook
is negative.  In a related action Moody's also lowered the
long-term rating of Ford Motor Credit Company to B3 from B2.
The outlook for Ford Credit is negative.

As reported in the Troubled Company Reporter on Oct. 10, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


=====================
S W I T Z E R L A N D
=====================


ABC DATATEAM: Creditors Must File Proofs of Claim by Jan. 18
------------------------------------------------------------
Creditors owed money by ABC Datateam Ltd are requested to file
their proofs of claim by Jan. 18, 2009, to:

         Dr. Adrian W. Kammerer
         JSC Niederer Kraft & Frey
         Bahnohofstrasse 13
         8001 Zurich
         Switzerland

The company is currently undergoing liquidation in Schaffhausen.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Dec. 1, 2008.


ALLROUND SERVICE: Deadline to File Proofs of Claim Set Jan. 19
--------------------------------------------------------------
Creditors owed money by LLC Allround Service Herisau are requested
to file their proofs of claim by Jan. 19, 2009, to:

         Rosenaustrasse 1
         9100 Herisau
         Switzerland

The company is currently undergoing liquidation in Herisau.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Dec. 3, 2008.


ARNOLD WIPF: Creditors Have Until Jan. 19 to File Claims
--------------------------------------------------------
Creditors owed money by JSC Arnold Wipf are requested to file
their proofs of claim by Jan. 19, 2009, to:

         JSC Gerber Treuhand
         Zelgmatt 69
         8132 Egg
         Germany

The company is currently undergoing liquidation in Zollikon ZH.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Oct. 14, 2008.


GENERAL MOTORS: Viability Not 100% Certain, Says CEO
----------------------------------------------------
John D. Stoll and Sharon Terlep at The Wall Street Journal report
that General Motors Corp. CEO and chairperson Rick Wagoner said
during the North American International Auto Show in Detroit that
the company's viability is "not 100%" certain at this point.

WSJ relates that the Treasury Department said that GM must have a
plan by March 2009 to become "viable" and have "positive net
value."

According to WSJ, GM's requirements under the federal loan package
include the cutting of labor costs by renegotiating its contract
with the United Auto Workers union, which is ready to negotiate.
Citing UAW President Ron Gettelfinger, the report says that it is
unclear what kind of reductions the group will have to agree to.

WSJ states that Mr. Wagoner told reporters that he met last week
with advisers on the restructuring.  The report says that Mr.
Wagoner left the meeting convinced that "there are options that
can work in each of these areas," saying that he is optimistic
about cost-cutting negotiations with the union.

GM could be forced to ask for additional loans after March 31,
2009, WSJ reports, citing Mr. Wagoner.

Kimberly Rodriguez, a principal at Grant Thorton LLP and advises
on auto industry restructurings and bankruptcies, said that the
government may have left the terms "sufficiently vague in order to
hold GM's feet to the fire," WSJ states.

As reported by the Troubled Company Reporter, the U.S. Treasury,
in its Jan. 7, 2009, report to Congress, said it will provide an
additional US$4 billion on February 17, 2009, subject to certain
conditions.  The loan is provided pursuant to the new Automotive
Industry Financing Program, which was implemented as part of the
Emergency Economic Stabilization Act of 2008.

On Dec. 31, 2008, Treasury completed a transaction with GM, under
which the Treasury will provide GM with up to a total of US$13.4
billion in a three-year loan from the Troubled Assets Relief
Program, secured by various collateral.  Treasury funded
US$4 billion of this loan immediately, and committed to fund an
additional US$5.4 billion on January 16, 2009.  The Treasury will
provide the remaining US$4 billion on February 17.

To protect taxpayers, the agreement requires GM to develop and
implement a restructuring plan to achieve long-term financial
viability.  The restructuring plan is to be reviewed by a designee
of the President, who will determine whether the goals of the
restructuring have been met.  If the President's Designee does not
find that the goals have been met, the loan will be automatically
accelerated and will come due 30 days thereafter.  This agreement
also includes other binding terms and conditions designed to
protect taxpayer funds, including compliance with certain enhanced
executive compensation and expense control requirements.

            Union Wants Gov't to Name "Car Czar"

Neal E. Boudette at WSJ reports that Mr. Gettelfinger said on
Monday that he would like the government to appoint a "car czar"
who "knows something about the auto industry," and not a Wall
Street expert, to supervise the restructuring of GM, Chrysler LLC,
and Ford Motor Corp.  According to WSJ, President-elect Barrack
Obama would appoint a car czar.

WSJ relates that an auto czar can force automakers, their banks,
creditors, suppliers, and the union to give concessions to put GM
and Chrysler back to profitability.  Ford Motor, according to the
report, is trying to end its losses, but said that it doesn't need
short-term help.

Chrysler must partner with another auto maker, WSJ says, citing
Mr. Gettelfinger.  "I don't know what Chrysler is going to look
like, but it is going to be viable.  I think Chrysler will be
here" in a year, the report quoted him as saying.

                  GM May Lose 500 Dealers

GM, Jeff Green at Bloomberg News reports, said that it may lose as
many as 500 dealers in its home market in 2009, an increase
compared to 350 in 2008, as part of its plan to convince the U.S.
Treasury Department that it can survive and repay US$13.4 billion
in promised federal loans.  Bloomberg says that GM trying to cut
1,700 by 2012.

According to Bloomberg, GM North American President Mark LaNeve
said that the reduction of dealers will increase due to the strain
of a fourth straight year of U.S. auto-sales declines and a
company initiative to cut brands and sell only Chevrolet,
Cadillac, GMC and Buick.  Citing Mr. LaNeve, Bloomberg states that
GM may also have to spend more to get some of its 6,400 dealers to
consolidate.

Bloomberg quoted Mr. LaNeve as saying, "We had 13,000 dealers 18
years ago, so we've already cut that in half.  We don't want them
to close all at once because we figure we lose sales for 18 months
after a dealership closes until other dealers pick up the
business."

Mr. LaNeve, says Bloomberg, said that the reduction of dealers
will include:

    -- owners retiring without being replaced,
    -- outlets failing in the slowing economy, and
    -- GM helping consolidate stores in markets with too many
       locations for the same brand.

Bloomberg relates that GM is considering selling its Hummer and
Saab brands.  It is also considering options for Saturn and
shrinking Pontiac to as little as one model.  Citing Mr. Wagoner,
Bloomberg states that GM may keep Saturn as it undergoes a needed
pruning of its brands.

                     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.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

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

                       *     *     *

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

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

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

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


INSIDE TRADING: Proofs of Claim Filing Deadline is Jan. 19
----------------------------------------------------------
Creditors owed money by JSC Inside Trading are requested to file
their proofs of claim by Jan. 19, 2009, to:

         Roger Hoch
         Pilatusstrasse 55
         6005 Luzern
         Switzerland

The company is currently undergoing liquidation in Luzern.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Nov. 20, 2008.


MALOJA TRADEMARK: Creditors' Proofs of Claim Due by Jan. 18
-----------------------------------------------------------
Creditors owed money by JSC Maloja Trademark are requested to file
their proofs of claim by Jan. 18, 2009, to:

         Peter Ruf
         Brauihof 2
         4901 Langenthal
         Switzerland

The company is currently undergoing liquidation in Wollerau.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Nov. 21, 2008.


MARLOBA LLC: Jan. 18 Set as Deadline to File Claims
---------------------------------------------------
Creditors owed money by LLC Marloba are requested to file their
proofs of claim by Jan. 18, 2009, to:

         Dr. Karljorg Landolt
         Spielhof 14a
         8750 Glarus
         Switzerland

The company is currently undergoing liquidation in Glarus.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Nov. 18, 2008.


MTI CONSULTING: Creditors Must File Proofs of Claim by Jan. 18
--------------------------------------------------------------
Creditors owed money by LLC MTI Consulting are requested to file
their proofs of claim by Jan. 18, 2009, to:

         Marion Illes
         untere Landstrasse
         8123 Ehrikon
         Switzerland

The company is currently undergoing liquidation in Wildberg.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Nov. 26, 2007.


NEUSTADT IMMOBILIEN: Deadline to File Claims Set Jan. 18
--------------------------------------------------------
Creditors owed money by JSC Neustadt Immobilien are requested to
file their proofs of claim by Jan. 18, 2009, to:

         JSC Taxalis Treuhand
         Herr Rudolf Durst
         Mail Box: 2097
         8401 Winterthur
         Switzerland

The company is currently undergoing liquidation in Winterthur.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Oct. 3, 2008.


UBS AG: Oddo et Cie Wants EUR30 Mil. in Madoff-Related Funds Back
-----------------------------------------------------------------
Bloomberg News reports French fund manager Oddo et Cie sued UBS AG
seeking to recover EUR30 million (US$40 million) that had been
invested with Bernard L. Madoff's firm.

The report says according to Arnaud Ploix, an Oddo spokesman in
Paris, Oddo sold the shares it held for clients in the LuxAlpha
Sicav - American Selection fund on Nov. 4, more than a month
before Mr. Madoff was charged with securities fraud, and hasn't
received the money.

UBS acted as custodian for the Luxembourg-based fund, the report
says.

"Oddo has an ongoing legal procedure against UBS in Luxembourg to
recover those funds," Mr. Ploix was quoted by Bloomberg News as
saying.

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

Bloomberg News relates Paul Mousel, co-head of the financial
services practice at law firm Arendt & Medernach in Luxembourg,
which represents UBS, said UBS didn't send the cash after Mr.
Madoff's arrest on Dec. 11 because, as custodian, the bank needed
to ensure that any action it took was in the interest of all
investors.

"The net asset value was calculated and the redemption request was
processed, but the process was just finished when the crisis broke
out, so there was a question whether the fund was still in a
position to pay the monies for the redemption," Bloomberg News
quoted Mr. Mousel as saying.

A court clerk in Luxembourg who declined to be identified told
Bloomberg News a hearing on the case was held January 12, and a
ruling is set for January 15.

                        About Oddo et Cie

Oddo et Cie -- http://www.oddo-cie.com/-- is an independent
French finance company.

                         About UBS AG

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.

                        *     *     *

As reported in the Troubled Company Reporter-Europe on Jan. 5,
2009, UBS AG said in a December 31 statement it sold its
investment of approximately 3.4 billion Bank of China Limited H-
shares through a placing to institutional investors.

UBS acquired the approximately 3.4 billion Bank of China H-shares
stake in 2005 in preparation for Bank of China's IPO to the
international market.

The Financial Times reported that UBS, the first overseas investor
to offload its holding in a major Chinese bank, raised US$835
million from the sale.

According to a TCR-Europe report on Dec. 26, 2008, Victor Mallet
at the Financial Times reported that UBS AG planned to liquidate
its hedge fund investment vehicles in Spain.

According to the FT, UBS is winding up its funds, UBS Alpha Select
Hedge and UBS Stable Growth, after the global financial crisis hit
the two-year-old hedge fund sector in the country and generated
intense public suspicion about wealth managers in general.

UBS Alpha Select Hedge was established in 2007 while UBS Stable
was established in 2008, the FT disclosed.

"It's only in Spain and the reason is the repayments we've had to
make and the liquidity conditions in the market," Monica Garay,
UBS chief executive in Spain, told the FT.

Ms. Garay, however, stressed that the liquidation was unconnected
to the suspected US$50 billion investment fraud by Bernard Madoff
in New York, the FT related.  She said UBS-managed funds were not
exposed to Mr. Madoff either in Spain or elsewhere.

As reported in the TCR-Europe on Dec. 1, 2008, Moody's Investors
Service downgraded its rating on UBS AG-London Branch's
GBP153,727,000 Credit Default Swap (with scheduled termination
date on October 2014) to "B2" from "A3".

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 15, 2008, Washington
Mutual Inc., which was seized by federal regulators on Sept. 25,
2008 and subsequently virtually all of its assets were sold to
JPMorgan Chase, Fannie Mae and Freddie Mac, which were placed into
the conservatorship of the U.S. government on Sept. 8, 2008 and
one Icelandic bank, specifically Kaupthing Bank hf.

On Nov. 26, 2008, the TCR reported Moody's Investors Service
downgraded its rating on UBS AG-Jersey Branch's Series 6116 CHF
50,000,000 Fixed Rate Notes (due 2017 linked to the credit of a
portfolio of Reference Entities managed by JPMorgan
Asset Management UK Limited) to "Caa3" from "A2".

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Fannie
Mae and Freddie Mac, which were placed into the conservatorship of
the U.S. government on Sept. 8, 2008 and two Icelandic banks,
specifically Kaupthing Bank hf and Glitnir Banki hf.


=============
U K R A I N E
=============


ANADIYA-UNIVERSAL: Creditors Must File Claims by January 16
-----------------------------------------------------------
Creditors of Foreign Enterprise Anadiya-universal (EDRPOU
35153147) have until Jan. 16, 2009, to submit proofs of claim to:

         Mr. S. Nesterenko
         Liquidator / Insolvency Manager
         Apt. 193
         Garanin Str. 27
         Brovary
         07400 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Dec. 9, 2008.
The case is docketed as B 2/247-08.

         The Economic Court of Kiev
         Komintern Str. 16
         01032 Kiev
         Ukraine

The Debtor can be reached at:

         Foreign Enterprise Anadiya-universal
         Kirov Str. 5-A
         Chabany
         08162 Kiev
         Ukraine


DONETSK CEMENT: Creditors Must File Claims by January 16
--------------------------------------------------------
Creditors of LLC Donetsk Cement (EDRPOU 30355274) have until
Jan. 16, 2009, to submit proofs of claim to:

         Mr. Vasily Bilozor
         Liquidator / Insolvency Manager
         Apt. 75
         Solnechny Micro, B. 27
         Makieyevka
         86100 Donetsk
         Ukraine

The Arbitration Court of Donetsk commenced bankruptcy proceedings
against the company after finding it insolvent on Dec. 2, 2008.
The case is docketed as 5/100b.

         The Economic Court of Donetsk
         Artema Str. 157
         83048 Donetsk
         Ukraine

The Debtor can be reached at:

         LLC Donetsk Cement
         Sovetskaya Str. 1
         Makieyevka
         86140 Donetsk
         Ukraine


EPIKA LLC: Creditors Must File Claims by January 16
---------------------------------------------------
Creditors of LLC Trading Company Epika (EDRPOU 35058541) have
until Jan. 16, 2009, to submit proofs of claim to:

         The Economic Court of Kiev
         B. Hmelnitskij Boulevard 44-B
         01030 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Nov. 6, 2008.
The case is docketed as 44/369-b.

The Debtor can be reached at:

         LLC Trading Company Epika
         Kikvidze Str. 11
         01103 Kiev
         Ukraine


FSVB LLC: Creditors Must File Claims by January 16
--------------------------------------------------
Creditors of LLC FSVB (EDRPOU 32981490) have until Jan. 16, 2009,
to submit proofs of claim to:

         Mr. Ivan Gusar
         Liquidator
         P.O.B. 29
         01030 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Dec. 4, 2008.
The case is docketed as 24/508-b .

         The Economic Court of Kiev
         B. Hmelnitskij Boulevard 44-B
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC FSVB
         M. Gtushevsky Str. 28/2-A
         01010 Kiev
         Ukraine


LIDERBUD-PARTNER LLC: Creditors Must File Claims by Jan. 16
-----------------------------------------------------------
Creditors of LLC Liderbud-Partner (EDRPOU 34834257) have until
Jan. 16, 2009, to submit proofs of claim to:

         The Economic Court of Kiev
         B. Hmelnitskij Boulevard 44-B
         01030 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Nov. 6, 2008.
The case is docketed as 44/372-b.

The Debtor can be reached at:

         LLC Liderbud-Partner
         Striyskaya Str. 4
         03062 Kiev
         Ukraine


OFFICE 1 SUPERSTORE: Creditors Must File Claims by Jan. 16
----------------------------------------------------------
Creditors of LLC Office 1 Superstore Ukraine (EDRPOU 33106137)
have until Jan. 16, 2009, to submit proofs of claim to:

         Mr. Y. Anikieyev
         Temporary Insolvency Manager
         Apt. 303
         L. Ukrainka Str. 28
         01133 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Dec. 2, 2008.
The case is docketed as 44/436-b.

         The Economic Court of Kiev
         B. Hmelnitskij Boulevard 44-B
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC Office 1 Superstore Ukraine
         Apt. 51A
         M. Kotsiubinsky Str. 66/2
         B. Hmelnitsky
         01054 Kiev
         Ukraine


PROMIN LLC: Creditors Must File Claims by January 16
----------------------------------------------------
Creditors of Agricultural LLC Promin (EDRPOU 24210073) have until
Jan. 16, 2009, to submit proofs of claim to:

         Mr. Ivan Gusar
         Liquidator / Insolvency Manager
         P.O.B. 29
         01030 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Oct. 22, 2008.
The case is docketed as B 11/308-08.

         The Economic Court of Kiev
         Komintern Str. 16
         01032 Kiev
         Ukraine

The Debtor can be reached at:

         Agricultural LLC Promin
         Maly Kupil
         Zgurovsky
         Kiev
         Ukraine


SATURN-AGROSVIT LLC: Creditors Must File Claims by January 16
-------------------------------------------------------------
Creditors of LLC Saturn-Agrosvit (EDRPOU 35137261) have until
Jan. 16, 2009, to submit proofs of claim to:

         The Economic Court of Kiev
         B. Hmelnitskij Boulevard 44-B
         01030 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Nov. 6, 2008.
The case is docketed as 44/371-b.

The Debtor can be reached at:

         LLC Saturn-Agrosvit
         Artem Str. 37-41
         04053 Kiev
         Ukraine


TECHINFORM-SERVICE LLC: Creditors Must File Claims by Jan. 16
-------------------------------------------------------------
Creditors of LLC Techinform-Service (EDRPOU 24777696) have until
Jan. 16, 2009, to submit proofs of claim to:

         The Economic Court of Odessa
         Shevchenko Avenue 29
         65032 Odessa
         Ukraine

The Arbitration Court of Odessa commenced bankruptcy proceedings
against the company after finding it insolvent on Oct. 17, 2008.
The case is docketed as 21/126-08-4379.

The Debtor can be reached at:

         LLC Techinform-Service
         Gastello Str. 14
         Izmail
         68660 Odessa
         Ukraine


TRADE PLUS-2005: Creditors Must File Claims by January 16
---------------------------------------------------------
Creditors of LLC Special Metal Trade Plus-2005 (EDRPOU 33869158)
have until Jan. 16, 2009, to submit proofs of claim to:

         The Economic Court of Zaporozhje
         Shaumiana Str. 4
         69001 Zaporozhje
         Ukraine

The Arbitration Court of Zaporozhje commenced bankruptcy
proceedings against the company after finding it insolvent on Dec.
2, 2008.  The case is docketed as 12/252/08.

The Debtor can be reached at:

         LLC Special Metal Trade Plus-2005
         Pamirskaya Str. 17
         69081 Zaporozhje
         Ukraine


ZARIA LLC: Creditors Must File Claims by January 16
---------------------------------------------------
Creditors of Agricultural LLC Zaria (EDRPOU 03753757) have until
Jan. 16, 2009, to submit proofs of claim to:

         Mr. Ivan Gusar
         Liquidator / Insolvency Manager
         P.O.B. 29
         01030 Kiev
         Ukraine

The Arbitration Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent on Oct. 22, 2008.
The case is docketed as B 11/307-08.

         The Economic Court of Kiev
         Komintern Str. 16
         01032 Kiev
         Ukraine

The Debtor can be reached at:

         Agricultural LLC Zaria
         Mir Str. 6
         Pravo Octiabria
         Zgurovsky
         Kiev
         Ukraine


===========================
U N I T E D   K I N G D O M
===========================


ADAMS CHILDRENSWEAR: John Shannon Eyes Acquisition
--------------------------------------------------
Jane Bradley at The Scotsman reports that John Shannon, owner and
chairman of Adams Childrenswear Ltd, is planning to buy back the
chain after its seven "new concept" stores performed ahead of
expectations.

The report relates that according to Mr. Shannon sales at the
pilot "concept store" in Lewisham had been up 25 per cent over the
first ten weeks of its opening, while the other six revamped shops
were also "performing very strongly".

However, Mr. Shannon said he had not yet decided whether he would
buy out the remainder of the chain alone, or in a consortium, the
report notes.

Mr. Shannon, the report recounts, acquired Adams in February 2007
for GBP15 million.  He is one of the chain's biggest creditors and
is owed about GBP20 million, the report notes.

"If I am successful in re-acquiring the business, I would like to
expand the chain further and introduce more concept stores," Mr.
Shannon was quoted by the report as saying.

Boots, a pharmacy chain which sells Adams' Mini Mode range, is
also thought to be among the list of potential buyers, the report
discloses.

A spokeswoman for administrator PricewaterhouseCoopers, as cited
by the report, said: "We have had a number of expressions of
interest in the business and are currently sorting through them."

As reported in the TCR-Europe, Rob Hunt, Stuart Maddison and Mike
Jervis of PricewaterhouseCoopers LLP were appointed as joint
administrators to Adams on December 31, 2008.

Operating from its base in Nuneaton, Adams is the largest
independent childrenswear retailer in the UK with an annual
turnover of GBP150 million.  It operates 271 own brand stores and
concessions throughout the UK trading under Adams Kids.
Additionally, the company supplies a number of overseas
franchises.

The group employs 3,200 people, of which 350 are based at its head
office in Nuneaton with the balance being employed throughout the
retail network both in the UK and Eire.

Like many retailers, it has experienced a difficult trading
environment over the course of the last 12 months which has been
exacerbated by a further downturn and general tightening of the
credit markets in the last quarter of 2008.


ALLSLADE PLC: RBS Appoints Grant Thornton as Receivers
------------------------------------------------------
Royal Bank of Scotland has appointed Trevor O'Sullivan and Nigel
Morrison of Grant Thornton UK LLP as joint administrative
receivers of Allslade Plc on Dec. 22, 2008.

The company can be reached at:

         Allslade Plc
         Limberline Works
         Limberline Road
         Portsmouth
         PO3 5JF
         England


CASTLE RESIDENTIAL: Appoints Joint Liquidators from Tenon Recovery
------------------------------------------------------------------
Ian William Kings and Steven Philip Ross of Tenon Recovery were
appointed joint liquidators of Castle Residential Services Ltd. on
Dec. 17, 2008, for the creditors' voluntary winding-up proceeding.

The company can be reached through Tenon Recovery at:

         Tenon House
         Ferryboat Lane
         Sunderland
         Tyne and Wear
         SR5 3JN
         England


ENTERTAINMENT RIGHTS: HBOS Calls In Restructuring Firm Deloitte
---------------------------------------------------------------
Amanda Andrews and Ben Harrington at the Daily Telegraph report
that HBOS, Entertainment Rights plc's main lender, has called in
restructuring firm Deloitte amid mounting concerns about the
company's declining value and high debt levels.

The report discloses the company's market value collapsed from
GBP267 million in March 2007 to only GBP5.13 million, while its
debt pile stood at GBP125 million.

According to the report, Deloitte, which is understood to be in
early stage talks with a number of parties over a sale, has
struggled to attract a high enough price for the company.

Among the list of potential buyers are Hit Entertainment, Cookie
Jar Entertainment and BKN International, the report reveals.

The report however notes that the company may have to carry out a
mooted rescue placing to cut its debt if it proves too difficult
to find a buyer.

The company, the report recounts, has held talks with potential
investors over injecting new equity in return for a significant
stake.  The board is being advised by Close Brothers, the report
states.

The report recalls the company recently secured GBP13 million
additional funding from HBOS to keep cash flowing until the end of
February.  It is now working to secure "new, longer-term, funding
arrangements to support the group past 28 February".

The report adds the company warned late last week that the
business has been trading "significantly below expectations" after
"disappointing" trading for its retail products over Christmas.

Headquartered in London, United Kingdom, Entertainment Rights Plc
-- http://www.entertainmentrights.com/-- and its subsidiaries are
engaged in controlling or owning distribution and exploitation
rights to a catalogue of children's and family programming.  The
company is engaged in the commercialization of children's
characters and brands.  Its portfolio of contemporary classic and
new children's brands includes Rupert Bear, Postman Pat, Basil
Brush, He–Man and Where's Wally?, as well as United States brands,
such as Lassie, The Lone Ranger, Casper the Friendly Ghost and
children's and family brand VeggieTale.


FOXTONS: Breaches Covenants and Debt-To-Earnings Targets
--------------------------------------------------------
London estate agency Foxtons has breached its loan covenants and
missed interest-cover and debt-to-earnings targets following a
steep decline in the housing market, The Daily Telegraph reports
citing Bloomberg News.

According to the report, BC Partners, Foxtons' private equity
owner, admitted its decision to buy the company from property
entrepreneur Jon Hunt for GBP360 million soon before the credit
crunch bit was a mistake.

The report relates that Andrew Newington, BC managing partner,
said at a briefing in London that the buyout firm had anticipated
a 30pc slowdown when it planned the takeover.  However, sales of
homes in Britain's capital city have slowed as much as 70pc since
it acquired Foxtons in May 2007, the report notes.

BC Partners, the report discloses, used about GBP260 million of
loans to finance the acquisition.  It is now in talks with the
company's lenders, Mizuho and Bank of America Corp.


G H M REALISATIONS: Names Joint Liquidators from PwC
----------------------------------------------------
David James Bennett and Robert William Birchall
PricewaterhouseCoopers LLP were appointed joint liquidators of G H
M Realisations Ltd. on Dec. 11, 2008, for the creditors' voluntary
winding-up proceeding.

The company can be reached at:

         G H M Realisations Ltd.
         12 Plumtree Court
         London
         EC4A 4HT
         England


G2 TECHNOLOGIES: Taps Joint Liquidators from Tenon Recovery
-----------------------------------------------------------
C. D. Wilson and T. J. Binyon of Tenon Recovery were appointed
joint liquidators of G2 Technologies (UK) Ltd. on Dec. 22, 2008,
for the creditors' voluntary winding-up proceeding.

The company can be reached through Tenon Recovery at:

         Sherlock House
         73 Baker Street
         London
         W1U 6RD
         England


GHOST HOLDINGS: Appoints Joint Liquidators from BDO Stoy
--------------------------------------------------------
Antony David Nygate and David Harry Gilbert of BDO Stoy Hayward
LLP were appointed joint liquidators of Ghost Holdings Ltd. on
Dec. 22, 2008, for the creditors' voluntary winding-up proceeding.

The company can be reached at:

         Ghost Holdings Ltd.
         The Chapel
         263 Kensal Road
         London
         England


HBOS PLC: Merger With Lloyds TSB Gets Court Approval
----------------------------------------------------
BBC News reports that the Court of Session in Edinburgh has
granted final legal approval to the merger of Lloyds TSB plc and
HBOS plc.

According to the report, the new bank will be called Lloyds
Banking Group.

The court's decision, the report relates, came after it was
revealed that the Treasury is to own 43.4% of the merged bank
after few shareholders bought new shares.

The report discloses only 0.24% of the new shares HBOS offered to
shareholders were taken up, while only 0.5% were purchased at
Lloyds.

"We are pleased that the capital-raising process has completed and
that the new, combined group will have a strong financial
position," Lloyds TSB chief executive Eric Daniels was quoted by
the report as saying.

On Dec. 17, 2008, the TCR-Europe reported that according to BBC,
HBOS shareholders overwhelmingly voted in favor of a takeover deal
with Lloyds TSB at the bank's extraordinary general meeting on
December 12.

As reported in the TCR-Europe on Nov. 24, 2008, Lloyds
shareholders overwhelmingly supported the proposed takeover of
HBOS.

The shareholders also approved plans to raise GBP5.5 billion by
issuing new shares and special preference shares, the report
added.

In a TCR-Europe report on Nov. 19, 2008, HBOS warned the bank
could face nationalization if shareholders turn down a proposed
takeover by Lloyds as it would need significantly more
capital, making the loss of private sector status more likely.

                         About HBOS Plc

HBOS Plc (LON: HBOS) -- http://www.hbosplc.com/-- is a United-
Kingdom based company.  It is the holding company of the HBOS
Group.  It operates through five divisions: retail, corporate,
insurance & investment, international and treasury & asset
management.  The company's retail range of products includes
personal and business banking products and services to
23 million customers.


MARSTON MILLS: Brings In Joint Liquidators from Ernst & Young
-------------------------------------------------------------
Simon Allport and Alan Michael Hudson of Ernst & Young LLP, were
appointed joint liquidators of Marston Mills Group Ltd. on Jan.
11, 2009, for the creditors' voluntary winding-up proceeding.

The company can be reached through Ernst & Young LLP at:

         100 Barbirolli Square
         Manchester
         M2 3EY
         England


MCLEISH BROTHERS: Goes Into Administration; 175 Jobs Affected
-------------------------------------------------------------
Edinburgh Evening News reports that deli chain McLeish Brothers
has gone into administration, resulting to the loss of 175 jobs.

According to the report, seven of the company's 10 stores in
Scotland, including branches in Lochrin Square and South Bridge in
Edinburgh, will be closed.

The three remaining stores are Inverurie, Schoolhill in Aberdeen
and Whitehall in Dundee, the report discloses.

The report relates Aberdeen-based administrator Tenon Recovery is
planning to keep the business trading while seeking a buyer.

"We think the business could appeal to an existing retail
entrepreneur or national chain that wants to acquire a strong
brand and access to a valuable network of Scottish food suppliers
established by the company," Iain Fraser, of Tenon Recovery, was
quoted by the report as saying.  "However, in order to allow the
company to continue trading we need to quickly cut costs and will
be closing seven stores and making 175 jobs redundant with
immediate effect."

McLeish Brothers is a chain of delis selling quality food sourced
in Scotland.


NEWCASTLE PRODUCTIONS: Goes Into Administration; 420 Jobs at Risk
-----------------------------------------------------------------
Newcastle-upon-Tyne based Findus foodmaker Newcastle Productions
has gone into administration, putting 420 jobs at risk, Carl
Mortished at Times Online reports.

According to the report, the company ran into cashflow problems.
It was also affected by the financial troubles in Iceland when one
of its backers, Landsbanki, the Icelandic bank, collapsed, the
report adds.

Zolfo Cooper, the company's administrator, is seeking a buyer for
the factory at Longbenton in Newcastle-upon-Tyne as a going
concern, the report relates.

"We remain confident that there will be interest from potential
buyers to secure the future of this business and will need the
support of all parties to achieve this," Nick Cropper, a joint
administrator and partner at Zolfo Cooper, was quoted by the
report as saying.

The factory, the report discloses, makes Findus the Fisherman fish
pies, tuna pasta bakes and fish fingers as well as other frozen
products, including Crispy Pancakes and traditional English meals,
such as cottage pie and toad in the hole.

The report recalls the Findus plant has been shut since January 6,
when a fire of unknown origin broke out in a Crispy Pancake unit
and a large section of the factory was destroyed.

Geir Frantzen, a former Findus senior manager, bought the
Newcastle factory from Swedish private equity firm EQT in 2005,
the report recounts.


SENTRA FASHION: Taps Joint Liquidators from Tenon Recovery
----------------------------------------------------------
Jonathan Paul Philmore and Thomas Ernest Dixon of Tenon Recovery
were appointed joint liquidators of Sentra Fashion Consultants
Ltd. on Dec. 23, 2008, for the creditors' voluntary winding-up
proceeding.

The company can be reached through Tenon Recovery at:

         Unit 1
         Calder Close
         Calder Park
         Wakefield
         WF4 3BA
         England


STONEHILL TAVERNS: Appoints Liquidators from Smith & Williamson
---------------------------------------------------------------
Stephen John Tancock and Anthony Cliff Spicer of Smith &
Williamson Ltd. were appointed joint liquidators of Stonehill
Taverns Plc on Dec. 24, 2008, for the creditors' voluntary
winding-up proceeding.

The company can be reached through Smith & Williamson Ltd. at:

         First Floor
         89 King Street
         Maidstone
         Kent
         ME14 1BG
         England


TATA STEEL: Moody's Downgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating and the senior secured rating of Tata Steel UK by one notch
to B1 and placed the ratings under review for possible downgrade.

The rating action reflects an abrupt deterioration in the
operating environment in the steel industry over the course of
late 2008 taking into consideration also the measures announced by
the company to mitigate the slow down in demand, including the
decision to reduce the production of liquid steel by circa 30%
until March 2009, as well as to initiate additional cost saving
measures.  These developments are likely to undermine the
underlying profile of the group in the medium term resulting in
Moody's no longer believing the company will be achieving the
credit metrics assumed at the time when the original rating was
assigned.

Moody's notes that the B1 ratings are supported by the expectation
of uninterrupted backing by the parent, as well as continuous
proactive liquidity and covenant compliance management by the
issuer.

The ratings remain under review for downgrade.  The on-going
review of the ratings will concentrate on (a) the medium-term
industry trends in steel prices and any potential for
stabilization of demand for steel in the UK and in Europe; (b) the
group's ability to sustain its credit profile and maintain
sufficient room under the financial covenants in the challenging
operating environment; (c) Tata Steel UK sensitivities to a
sustained reduction in volumes and/or prices and (d) the
assessment of the extent to which support from the parent remains
adequate to be factored directly into the rating, given the impact
of severe deterioration in market conditions that occurred in late
2008.

Ratings affected by the rating action are:

  - B1 Corporate Family Rating of Tata Steel UK Limited;

  - B1 / LGD 3 (49%) GBP3.7 billion Senior Secured Guaranteed
    Bank Facilities.

In assigning the rating, Moody's also made some assumptions
regarding the support of the issuer by its parent Tata Steel Ltd.

Moody's last rating action on Tata Steel UK was on October 22,
2008, when the rating agency assigned negative outlook to the
company's ratings.

Tata Steel UK, headquartered in the UK, was created through the
acquisition of Corus Group plc in 2007 and is the second largest
steel producer in Europe.  For the financial year ended March 31,
2008, the group reported GBP11.6 billion in revenues and produced
20 million of tonnes of crude steel.


TAYLOR WIMPEY: Says UK and US Housing Markets Remain Weak
---------------------------------------------------------
Taylor Wimpey plc said market conditions in the UK remained weak,
with house price indices showing falls in the range of 16 to 19
per cent over the course of 2008.

The company remains of the view that there will not be a recovery
in the UK housing market in the short term.

According to the company, it has used both part-exchange and
shared equity incentives cautiously over the course of the year
and have year end balances relating to these incentives of
approximately GBP35 million and GBP16 million respectively
(December 31, 2007: GBP101 million and GBP3 million).

Number of outlets at the year end decreased to 386, down from 501
outlets at the start of the year, while net private reservations
for the second half averaged around 137 per week (H2 2007: 225).
Cancellations, which are reflected within the net reservations,
remained above normal levels throughout the second half of 2008
but did not show a marked increase as reservations were converted
into completions in the latter stages of the year.

The company completed 13,394 homes in 2008 (2007 pro forma:
20,690), of which 21 per cent were affordable housing completions
(2007 pro forma: 15 per cent).  Average selling prices were
GBP171,000 for the full year (H1 2008: GBP177,000, 2007 pro forma:
GBP188,000), reflecting the ongoing pricing pressure during 2008
and the higher proportion of affordable completions.  The level of
unsold completed homes at the year end was 1,138, a reduction of
44 per cent against the 2,025 unsold completed homes on June 30,
2008.

The year end order book stood at 4,231 homes compared to 5,109
homes as of December 31, 2007.

Cash payments in respect of land totaled c. GBP540 million during
2008, a significant reduction against the land spend in 2007.

The company expects a further reduction in land spend during 2009
to less than GBP400 million.  The number of plots in the short
term landbank (representing owned or controlled land with
planning, or a resolution to grant planning) now stands at less
than 73,000 plots from 86,155 plots as of December 31, 2007.

                      North America Housing

The company said it has 212 active outlets in North America, a
reduction of approximately 16 per cent from the start of 2008.

During 2008, number of homes completed in North America decreased
to 5,421 from 6,740 in 2007 at an average selling price of
US$313,000 (2007 pro forma: US$349,000).

The company however made good progress during the year in reducing
the level of unsold completed stock from 908 homes at December 31,
2007 to 455 homes at December 31, 2008.

Year end order book stands at 2,789 homes (December 31, 2007:
3,137 homes).

North American landbank has been reduced to 29,179 plots at the
year end (31/12/2007: 40,603 plots), with reductions in both owned
and controlled plots.

                    Spain & Gibraltar Housing

The company said its plans to exit Gibraltar are on course as the
housing market in Spain remains weak and is expected to continue
during 2009.

According to the company, it completed a total of 214 homes in
Spain and Gibraltar during 2008 (2007: 212 homes) at an average
selling price of GBP270,000 (2007: GBP279,000).

Year end order book stood at 178 homes (December 31, 2007: 263
homes) with a landbank of 2,121 plots (December 31, 2007: 2,493
plots).

                       About Taylor Wimpey

Based in the United Kingdom, Taylor Wimpey plc (LON:TW) --
http://www.taylorwimpey.com/-- is a homebuilding company with
operations in the United Kingdom, North America, Spain and
Gibraltar.  The Company has 34 regional businesses and five
smaller satellite operations.  It operates two core brands: Bryant
Homes and George Wimpey.  The George Wimpey brand incorporates
modern design and contemporary living into each home and offers
customers a range of options to personalize their home.  Its
Gibraltar business operates in the luxury apartment market.  The
Company operates in five divisions: Housing United Kingdom,
Housing North America, Housing Spain and Gibraltar, Construction
and Corporate.  On July 3, 2007, George Wimpey PLC merged with
Taylor Woodrow plc to create Taylor Wimpey plc. In September 2008,
the Company announced the sale of the United Kingdom business of
Taylor Woodrow Construction to VINCI PLC.

                       *     *     *

As reported in the Troubled Company Reporter-Europe on Nov. 21,
2008, Fitch Ratings downgraded Taylor Wimpey plc's Long-term
Issuer Default rating and senior unsecured ratings to 'CCC' from
'B' and Short-term IDR to 'C' from 'B'.  All ratings are being
maintained on Rating Watch Negative.  Fitch simultaneously
affirmed the 'RR4' Recovery Rating on TW's senior unsecured debt
instruments.

According to Fitch, the rating downgrades reflect the heightened
default risk facing TW as its next covenant testing date
approaches (deferred until March 31, 2009).  Due to the ongoing
weakness in the UK housing market, TW is likely to breach interest
coverage covenants when next tested, the rating agency said.


TAYLOR WIMPEY: Talks With Lenders Continue
------------------------------------------
Taylor Wimpey plc's discussions with its lenders relating to the
refinancing of its existing debt facilities continue on a
constructive basis, the company said in a statement Tuesday.

On December 24, the company announced it reached agreement with
its lenders to defer the testing date of certain of its financial
covenants.  As a result of the deferral, the company will not be
required to test its covenants based on the 2008 year end figures
or be required to report on the company's compliance with them
until March 31, 2009.

The company remains confident that a robust, stable medium term
financing solution for the group, which takes into account the
requirements of all relevant stakeholders, will be achieved prior
to the end of the deferral period.

The group has total debt facilities available of GBP2.7 billion.

Group net debt on December 31, 2008 was c. GBP1.55 billion, a
reduction of well over GBP300 million since June 30, 2008 before
taking into account an adverse movement of almost GBP200 million
due to foreign exchange movements.

                       About Taylor Wimpey

Based in the United Kingdom, Taylor Wimpey plc (LON:TW) --
http://www.taylorwimpey.com/-- is a homebuilding company with
operations in the United Kingdom, North America, Spain and
Gibraltar.  The Company has 34 regional businesses and five
smaller satellite operations.  It operates two core brands: Bryant
Homes and George Wimpey.  The George Wimpey brand incorporates
modern design and contemporary living into each home and offers
customers a range of options to personalize their home.  Its
Gibraltar business operates in the luxury apartment market.  The
Company operates in five divisions: Housing United Kingdom,
Housing North America, Housing Spain and Gibraltar, Construction
and Corporate.  On July 3, 2007, George Wimpey PLC merged with
Taylor Woodrow plc to create Taylor Wimpey plc. In September 2008,
the Company announced the sale of the United Kingdom business of
Taylor Woodrow Construction to VINCI PLC.

                       *     *     *

As reported in the Troubled Company Reporter-Europe on Nov. 21,
2008, Fitch Ratings downgraded Taylor Wimpey plc's Long-term
Issuer Default rating and senior unsecured ratings to 'CCC' from
'B' and Short-term IDR to 'C' from 'B'.  All ratings are being
maintained on Rating Watch Negative.  Fitch simultaneously
affirmed the 'RR4' Recovery Rating on TW's senior unsecured debt
instruments.

According to Fitch, the rating downgrades reflect the heightened
default risk facing TW as its next covenant testing date
approaches (deferred until March 31, 2009).  Due to the ongoing
weakness in the UK housing market, TW is likely to breach interest
coverage covenants when next tested, the rating agency said.


WOOLWORTHS PLC: Iceland Acquires 51 Former Stores
-------------------------------------------------
BBC News reports that food retailer Iceland has bought 51 former
Woolworths stores.

The report discloses that according to Iceland, which currently
has 682 outlets, the move will create 2,500 new jobs.

According to the report, around three quarters of the Woolies
stores bought by Iceland are in the south of England, including 10
in London.

Woolworths, the report recalls, closed its remaining 200 stores on
January 6 after it failed to find a buyer.

The report recounts Iceland made an offer to buy all of
Woolworths' 815 stores in August last year for an unconfirmed sum.
However, Woolworths rejected the bid, calling it "unacceptable",
the report notes.

Woolworths plc and Entertainment UK Ltd were placed into
administration on November 27, 2008.  Neville Kahn, Nick Dargan
and Dan Butters of Deloitte, the business advisory firm, were
appointed as joint administrators.

As reported in the TCR-Europe on Nov. 28, 2008, the boards of
Woolworths and Entertainment UK resolved to file petitions
for administration in the High Court after discussions relating to
the potential sale of Woolworths Group plc's retail business
ended.

Woolworths Group plc said that following, and as a consequence of
the termination of those discussions, the boards of both companies
concluded that there is no longer any prospect of those businesses
being able to operate as a going concern.

                    About Woolworths Group plc

Headquartered in London, England, Woolworths Group plc (LON:WLW)
-- http://www.woolworthsgroupplc.com/-- is a general merchandise
retailer, and entertainment wholesaler and publisher.  The
Company's business is divided into Retail, and Entertainment
Wholesale and Publishing segments.  Woolworths, Streets Online
Limited, WMS Card Services Limited and Flogistics Limited are
included within the Retail segment, with Entertainment UK Limited,
Disc Distribution Limited and 2entertain Limited being the
constituents of Entertainment Wholesale and Publishing segment.
The stores comprise Woolworths outlets located in small towns and
city suburbs, targeted at meeting basic everyday shopping
requirements, as well as larger stores located on shopping streets
in regional shopping centers.  The product offer covers toys,
children's clothing, events, confectionery, home and
entertainment, and larger stores include a range of home and
children's clothing.


ZAVVI GROUP: Closes 22 Stores; 178 Jobs Affected
------------------------------------------------
zavvi's administrator Ernst & Young has closed 22 of the company's
stores, resulting to the loss of 178 jobs, The Daily Telegraph
reports.

However, Ernst & Young said the company's remaining 92 stores will
stay open, with a sale of up to 50% off, the report relates.

Tom Jack, joint administrator from Ernst & Young, said: "Despite
record consumer demand since Christmas it is no longer possible to
support continued trading across all of the zavvi stores.
Unfortunately the current difficulties faced on the UK high street
seem to be discouraging retailers from investing in a significant
number of new stores."

"However, we intend to continue to trade the remaining zavvi
portfolio with a view to selling all or part of the zavvi business
as a going concern.  So far we have received 60 expressions of
interest which we continue to actively pursue.  We are extremely
grateful to the staff and management at all stores and the head
office for their fantastic support throughout this difficult
time."

As reported in the TCR-Europe on Dec. 29, 2008, Tom Jack, Simon
Allport and Alan Hudson of Ernst & Young LLP were appointed joint
administrators of zavvi UK (zavvi Group Ltd, zavvi Retail Ltd, V R
Services Ltd, Piccadilly Entertainment Stores Ltd, Ablegrand Ltd,
Ablegrand 2 Ltd) on Wednesday, Dec. 24, 2008.  In addition, Tom
Jack and Andrew Dann of Ernst & Young LLP were appointed as
liquidators of zavvi Online  (Guernsey) Ltd.

The zavvi Group is the UK's largest independent entertainment
retailer trading from 125 stores across the UK (114) and Ireland
(11) currently employing 2,363 permanent staff and 1,052 temporary
staff.  The group was formed from a management buy out (MBO) of
the Virgin Megastore division of the Virgin Group in September
2007.

On November 27, 2008 Entertainment UK Ltd, the group's main
supplier, went into administration.  Since this time the group has
been unable to source stock in the usual way and has been forced
to enter into new trading arrangements.  The directors understand
it is unlikely that EUK will be sold as a going concern and the
zavvi Group has continued to experience significant difficulty in
obtaining stock on favorable credit terms.  This has resulted in
considerable working capital difficulties as a result of the
failure of EUK, in addition to continuing operating losses.

On Jan. 6, 2009, the TCR-Europe reported that according to Louise
Hogan and Ray Managh at Independent.ie, Justice Bryan McMahon at
the High Court appointed David Hughes of Ernst and Young as
provisional liquidator to music chain Zavvi Retail Ireland Ltd.

Independent.ie disclosed James Doherty, counsel for Zavvi, said
the company, which operates 11 stores, had been unable to obtain
supplies on credit since the closure of the Woolworths chain in
Britain and was now no longer able to pay its debts, which stood
at EUR11 million.


* UK: BCC Survey Says Economy Facing a Very Serious Recession
-------------------------------------------------------------
The British Chambers of Commerce on Tuesday, January 13, published
its Fourth Quarter Economic Survey.  Nearly 6,000 businesses,
employing over 680,000 people, responded.

Results in quarter four (Q4) highlight a frightening deterioration
in the UK economic situation – they are the worst on record for
both manufacturing and services since the survey was first
published in 1989.

There are no positive features in the Q4 results.  Domestic demand
is plunging, exports are falling, and confidence is plummeting.
All the critical national balances have worsened in Q4, for both
manufacturing and services, and all are in negative territory.

It is clear that the UK economy is facing a very serious
recession, and the downturn is deepening at an alarming pace.  The
collapse in all the Q4 confidence balances to record lows is
particularly ominous.

Key findings include:

    * The manufacturing sector's balances for home sales and
      orders, employment expectations, investment, confidence,
      and cash-flow have plunged to record lows in Q4

    * In the service sector, all the key balances, without
      exception, are at record lows in Q4

    * Q4 domestic balances are particularly disturbing.  Home
      sales and orders, in both manufacturing and services, are in
      negative territory for all firm sizes and for all UK regions

The economy is clearly facing exceptional threats.  The marked
fall in all Q4 export balances, and their move into negative
territory, indicates that big falls in the value of sterling have
not benefited UK exports, because of the adverse effects of the
sharp global downturn

David Frost, Director-General of the British Chambers of Commerce,
said: "These are truly awful results with the scale and speed of
the economic decline happening at an unprecedented rate.

"We have to focus on holding the productive sectors of the economy
together . If we are to climb out of this morass we will need a
strong business base.

"A clearly defined National Recovery Plan will need to be rolled
out as soon as possible, involving all politicians."

BCC's Chief Economist, David Kern, added: "The measures taken in
recent months have failed so far to alleviate the downturn.  The
Q4 results signal big increases in unemployment next year.

"A prolonged recession can still be averted, if the authorities
adopt urgent and additional forceful corrective measures.

"Interest rates will have to be reduced to almost zero early in
2009.  But interest rate cuts, though important, are no longer
adequate on their own.

"New and more far-reaching measures like a further fiscal stimulus
and quantitative monetary easing should be introduced.

"If the risk of deflation worsens, businesses will face new
threats, and the authorities must be ready to introduce emergency
policies.

"The smooth flow of finance to businesses must be sustained at all
costs, and business taxes will have to be cut."


* UK: PwC/CBI Survey Says Financial Services Sector Income Down
---------------------------------------------------------------
Income and profitability levels in the UK financial services
sector fell at record rates as the recession deepens and the
credit crunch continues to bite, a new survey said Monday,
January 12.

In a clear sign that tightened credit markets are hitting the
wider economy, the amount of business conducted with
manufacturers, retailers and other commercial firms also shrank at
a record rate, while job losses mounted and investment plans were
cut.

Asked how their business volumes fared in the three months to
early December, 17 per cent of firms responding to the CBI / PWC
Financial Services Survey said that volumes rose, while 59 per
cent said they fell.

The resulting balance of -42% continued a year-long run of steep
declines and was worse than firms had expected.  A balance of 25%
expect volumes to fall further over the next three months.

Profitability in the sector declined at a record rate for the
second survey running, with a balance of 55% of firms reporting a
fall.  Looking forward, the rate of profit decline is expected to
slow, as a net 19% of firms predict profits will drop over the
coming three months.

The values of two income categories captured by the survey both
fell at the fastest rate since the survey was launched in December
1989.  A net 51% of firms reported a drop in fee, commission and
premium incomes, while a balance of 48% saw falls in net interest,
investment and trading incomes.  These rates were worse than
predicted but more moderate falls are anticipated in the next
three months.

Firms experienced falling business volumes across all their
customer bases, but the rate of fall among industrial and
commercial companies stood out as a survey record (a balance of
-36%), although this is expected to ease off in the coming three
months (-14%).  And there was a further heavy contraction in
business with private individuals (-41%), where expectations for
the quarter ahead were particularly weak (-38%).

Business sentiment fell further, as a balance of 45% said they are
less optimistic about the overall business situation in the
financial services sector than they were in September.

While current conditions in the financial services sector
continued to worsen over the past three months, the forward
looking balances are slightly less negative.  Volumes and values
of business, and profitability are expected to continue to decline
in the coming months, but at a lower rate than in the past three.

A balance of 25% of firms reported a fall in total operating
costs, which was the fastest drop since December 1993 (-49%) and
this rate is expected to sharpen further in the coming three
months (-37%).  Average operating costs fell slightly, with a
steeper fall expected.

Average spreads, which show the difference between the rates at
which capital is borrowed and lent, widened for the fourth quarter
running and by far more than expected.  The value of non-
performing loans, or bad debt, worsened by a survey record balance
of +50% - a higher rate than expected and with little let-up
predicted in the coming quarter (+48%).

The numbers employed in financial services continued to fall (a
balance of -23%), but by less than feared.  A balance of 35%
expects headcounts to fall in the coming three months.  Training
budgets were cut back at the fastest rate since mid 1992.  Staff
turnover declined more steeply, in a sign that fewer vacancies and
worries about the recession may be deterring people from changing
jobs.

Capital expenditure in land and buildings, and vehicles, plant &
machinery are expected to be lower in the next 12 months than in
the past year.  Expectations were the lowest since mid 1992, and
IT investment plans and marketing expenditure for the year ahead
have also been pared back sharply.

A record 41% of firms said a shortage of finance is likely to
limit capital expenditure in the year ahead.  And asked what
factors are most likely to prevent business expansion over the
next year, 79% of firms cited the level of demand, and 49% were
concerned about legislation and regulation.

Supplementary questions on the credit crunch showed the vast
majority of firms (86%) thought that it will take more than six
months before normal market conditions resume, and none believe it
will happen within three months.  And both banks and building
societies expected a fall in new loan approvals in the coming
three months.

John Cridland, CBI Deputy Director-General, said: "2008 was the
year the financial services industry would rather forget, and
unfortunately it looks set to remain under pressure in early 2009.
As income and profitability have tumbled, so there will be more
job losses and cuts in investment, and stark implications for the
rest of the UK economy.

"Flows of credit to the corporate sector remain constrained, and
viable businesses are finding the availability and cost of credit
very restrictive.  The shortage of trade finance is hitting many
industries and businesses.  The Government is going to have to
take further steps to tackle these critical issues."

                    Analysis by sector

Banking

Banks saw their profitability fall at the same rapid pace as in
the prior quarter, as the contraction in the volume of business
continued to be strong, but joined this time by the fastest
reduction in commission and fee income since the survey began.
The combination overwhelmed any positive effects from another
brisk increase in spreads between lending and borrowing rates.
The value of non-performing loans is accelerating also.  Numbers
employed have resumed falling and are expected to do so even
faster next quarter, while investment plans for the year ahead are
much lower.

Building Societies

Building Societies were less optimistic than they were three
months ago, as the volume of business contracted very strongly,
despite strong downward pressure on spreads.  There were also
steep falls in the value of incomes from fees, commissions,
investments and interest, and a sharp rise in the value of non-
performing loans.  As a result there was a big fall in
profitability this quarter, and societies expect another large
fall next quarter.  Investment and marketing plans for the coming
year are expected to be lower than last, with (unusual) sharp
cutbacks in IT and marketing foreseen.

John Hitchins, UK banking leader, PricewaterhouseCoopers LLP,
said: "Sentiment in the banking sector has seen its greatest fall
since the emerging market crisis of 1998.  As we move deeper into
recession we can expect further declines in activity.  Despite
banks' ability to rebuild average spreads, this alone will not
offset the impact of falling volumes and growing non-performing
loans (NPLs), the latter of which is emerging as an increasing
financial and political challenge.  We are seeing an increased
focus on cost cutting and regulatory compliance is the only area
where greater expenditure is expected in 2009.  Management of the
industry's relationship with government, following the provision
of liquidity and capital facilities, is a major new challenge for
2009.

"Confidence among the building societies has almost entirely
evaporated.  On the top line, this is manifesting itself in low
levels of mortgage advances and shrinking margins.  The sector is
subject to a sharp decline in activity levels and, for the first
time in almost 20 years, a decline in profitability is predicted
by every respondent.  The value of non-performing loans is
increasing even more rapidly than previously predicted, and
further deterioration is expected as the recession bites more
firmly.  An increasingly aggressive approach to cost-cutting is
likely."

General Insurance

Business volumes fell for the third quarter in succession, but the
level of business was considered to be just above normal, and the
insurers predict a rebound in volumes next quarter.  Profitability
fell very strongly this quarter, reflecting higher total costs,
and a large fall in net interest and investment income.  There was
also a big rise in the value of insurance claims during the past
year.  Again though, predictions for next quarter are for a bounce
upwards in the profit trend from higher volumes, falling total
costs and higher premiums.

Life Insurance

Life companies' sentiment fell, as while volumes of business,
incomes, value of new business and profitability all fell, they
expect all of these trends to continue next quarter, in contrast
to general lines insurers.  Current levels of business were
considered to be well below normal, and the value of surrendered
contracts grew strongly.  Numbers employed fell heavily and are
expected to do so again next quarter.  Looking forward to the
coming year, life companies expect to spend the same amount on
regulatory compliance, and more on marketing, but they are
intending to authorize less capital expenditure than in the past
year, particularly IT and land and buildings.

Andrew Kail, UK insurance leader, PricewaterhouseCoopers LLP,
said: "Life companies continue to face very challenging trading
conditions as demand for products fall.  Although the rate of
decline has slowed during the quarter, falling demand for
investment and protection products has ensured that the sector's
outlook remains bleak.  Weak demand is identified as a key threat
for 2009 and although the sector is generally well capitalized,
investors have some residual concerns over solvency the result
being that the sector is more sensitive than usual to downward
movements in equity prices.  Expense reduction plans are
accelerating in response, and more job losses can be expected.

"In anticipation of firmer insurance rates in 2009 and having held
up relatively well against the challenges of the economic
environment, general insurers are enjoying a rebound in
confidence.  Indeed, recovery is expected to be felt across both
personal and commercial lines.  It is therefore not surprising
that the sector appears to be doing less than others when it comes
to cost cutting and the outlook for spending looks prudent rather
than panicked.  If, however, rate predictions prove overly
optimistic or investment returns continue to drag on earnings, the
sector may need to revisit these plans."

Securities trading

Securities Traders optimism fell heavily again, as did their
overall profitability and numbers employed – both of which are
expected to worsen at an even faster rate next quarter.  Average
commissions and fees also share that same pattern.  On the
positive side, total operating costs (excluding the cost of funds)
fell steeply and are expected to do that again next quarter.
Securities firms expect to spend much less on marketing and IT in
the year to come, relative to last year.

Fund Management

Fund managers were unanimously less optimistic in December than
they were three months ago, having all seen volumes and
profitability fall.  Business volumes were also rated as well
below normal and fell with every customer category, though fastest
with private individuals.  This pushed up average costs per
transaction even though total costs were static.  The next quarter
is predicted to see slower rates of decline in volumes, fees and
commissions, profitability and stabilization of average costs.

Pars Purewal, UK investment management and real estate leader,
PricewaterhouseCoopers LLP, said: "Sentiment in the fund
management sector remains at rock bottom as the sector faces
operating pressures on every side, including exceptionally
volatile markets, a dramatic reduction of risk appetite across
client bases, declining revenues and heavy redemptions in the
Hedge Fund sector in particular.  The sector's profitability
remains under greater pressure than at any time in nineteen years
and fund managers face a difficult period in 2009.  As a result,
most firms are actively cutting costs wherever they can to defend
profitability.

"Securities traders are subject to steep falls in business volumes
across all customer groups and as a result, the sector remains
deeply depressed about the state of its business.  Many markets
remain effectively closed, with poor levels of price formation
leading to low certainty and liquidity.  Average spreads have
expanded once again, pointing to thinner volumes of trading, and
overall profitability remains under intense pressure.  As a result
the sector is cuttings costs faster than before.  The financial
crisis has raised questions about the sector's longer term
prospects and in this climate it needs to make an honest
assessment of future patterns of demand."

Ian McCafferty, CBI Chief Economic Adviser, said: "Volumes of
business between the financial services sector and manu facturers,
retailers and other firms have fallen at a record rate. This is
largely because credit markets remain very tight, but also because
demand is contracting across the economy.  Either way, this is a
difficult and painful time for UK plc.

"Another quarter of falling revenues and heavy erosion of
profitability have taken their toll on training and IT budgets,
and job losses are forecast to worsen in the next few months.

"The sharp falls in activity and profitability in the fourth
quarter illustrate the profound troubles of the financial sector.
Early 2009 looks difficult, although the industry does anticipate
some slowing in the pace of deterioration in the coming months."

              About PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP -- http://www.pwc.co.uk/-- provides
industry-focused assurance, tax and advisory services.  It has
more than 16,000 partners and staff in offices around the UK.


* UK: PwC Says London Rates Set to Fall as Economy Weakens
----------------------------------------------------------
This year's worst case scenario has become stark reality for
London hotels, as PricewaterhouseCoopers LLP (PwC) revisit RevPAR
forecasts.

Back in November the London hotel market was staring at an 11.9
per cent RevPAR decline as room rates were expected to fall for
the first time in five years.  This was based on an expected 0.5%
decline in GDP.

But, with the New Year comes a downgrade to the firm's economic
outlook and November's downside scenario for hoteliers has now
been repositioned as the official outlook.  With a 1.8% decline in
GDP now forecast, the prediction for 2009 from PwC's Hospitality &
Leisure (H&L) team is a near ten per cent tumble in UK RevPAR,
with London RevPAR plummeting by 23 per cent, due mainly to a fall
in room rates.

The UK could now see RevPAR decline by 9.4 per cent while in the
provinces the fall is more muted (3.4 per cent) than the Capital.
For London the impact of reduced corporate travel and spend is
more severe, although the impact of Eurozone tourists may soften
the blow in the short-term.

Liz Hall, head of research for H&L, PricewaterhouseCoopers LLP,
commented: "Falling consumer spend and investment, combined with
the prolonged financial market crisis will restrict economic
growth over the next 12 months.  We now expect GDP to contract by
two per cent in 2009, following an estimated 0.9 per cent growth
last year.  This harsher environment means hospitality and travel
budgets are under even more pressure as firms tighten up on cost
control.  Although visibility is restricted, evidence points to an
unprecedentedly poor hotel outlook for the year.

The deteriorating economic climate has spread across the
manufacturing, construction and services sectors, causing
unemployment to rise to its highest rate in more than eight years.
Inflation is set to fall rapidly in 2009, providing scope for
further monetary loosening this year.  However, very low interest
rates and a significant fiscal stimulus may prove unable to kick
start the economy this year and with no clear signs as to when
business travel demand might be re-awakened, what was our downside
scenario now seems the most likely outcome for 2009 - meaning
record RevPAR falls in London this year.

Due to the currency parity of the pound and euro, the domestic
market should become stronger as more people decide to holiday in
the UK, however lower margins are expected and there is likely to
be a return to self-catering and campsites over hotel-based
holidays."

              About PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP -- http://www.pwc.co.uk/-- provides
industry-focused assurance, tax and advisory services.  It has
more than 16,000 partners and staff in offices around the UK.


===============
X X X X X X X X
===============


* S&P Junks Ratings on Six Spread-Based Super Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
spread-based leveraged super senior notes issued by Claris Ltd.,
Eirles Two Ltd., Motif Capital B.V., Sceptre Capital B.V., REVE
SPC, and Credit and Repackaged Securities Ltd.  At the same time,
S&P placed one rating on CreditWatch negative and the other seven
remain on CreditWatch negative.

The rating actions reflect a recalibration of the model S&P use to
rate these transactions.  Specifically, S&P has increased the
volatility parameter S&P use when simulating spread paths.

In future, S&P will use CDO Evaluator v4.1 and a volatility
parameter of 60% to model all LSS transactions that have spread
triggers.  Before this recalibration S&P used a volatility
parameter between 35% and 40%.

This change recognizes the increased volatility of credit default
swap spreads that has occurred over the past 12 months.

                           Ratings List

        Rating Lowered And Placed On CreditWatch Negative

                       Sceptre Capital B.V.
EUR45 Million Variable-Redemption Limited-Recourse Leveraged CDO
                       Notes Series 2005-5

                        Ratings
                        -------
              To                       From
              --                       ----
              BB/Watch Neg             AAA

         Ratings Lowered And Kept On CreditWatch Negative

                            Claris Ltd.
EUR50 Million Leveraged Floating-Rate Credit-Linked Notes Series
                             64/2006

                        Ratings
                        -------
              To                       From
              --                       ----
              CCC/Watch Neg            BB/Watch Neg

                         Eirles Two Ltd.
EUR175 Million Floating-Rate Leveraged Super Senior Credit-Linked
                     Secured Notes Series 161

                        Ratings
                        -------
              To                       From
              --                       ----
              CCC/Watch Neg            BBB/Watch Neg

EUR45 Million Floating-Rate Leveraged Super Senior Credit-Linked
                     Secured Notes Series 162

                        Ratings
                        -------
              To                       From
              --                       ----
              CCC/Watch Neg            BB/Watch Neg

EUR15 Million Variable-Rate LSS Secured Credit-Linked Notes Series
                                337

                        Ratings
                        -------
              To                       From
              --                       ----
              CCC/Watch Neg            B/Watch Neg

                        Motif Capital B.V.
  EUR45 Million Long-Short Variable Redemption Limited Recourse
                Leveraged CDO Notes Series 2005-07

                        Ratings
                        -------
              To                       From
              --                       ----
              CCC/Watch Neg            A/Watch Neg

                            REVE SPC
                    LSS Notes, Series 2007-42

                        Ratings
                        -------
              To                       From
              --                       ----
              CCC-/Watch Neg           B+/Watch Neg

       Credit and Repackaged Securities Ltd. Series 2006-14

                        Ratings
                        -------
              To                       From
              --                       ----
              B-/Watch Neg             BB+/Watch Neg


* European Commission Opens Formal Proceedings v. S&P Over ISIN
---------------------------------------------------------------
The European Commission has decided to open formal proceedings
with respect to Standard & Poor's (S&P) behavior towards end users
of International Securities Identification Numbers (ISINs), for
possible breaches of the EC Treaty's rules on abuse of a dominant
market position (Article 82).  The Commission believes that S&P
may abuse its monopoly position as the US national numbering
agency by forcing financial institutions (such as banks and
investment funds) to pay licensing fees for the use of US ISIN
codes in their own databases.

The initiation of proceedings against S&P originates from a
complaint filed by several associations representing investors
(financial institutions and asset managers).

The International Securities Identification Number (ISIN) is a
standard developed by the International Organization for
Standardization (ISO) to provide unique cross-border
identification for securities (shares, bonds, etc.) issued
throughout the world.  ISINs are attributed by the National
Numbering Agency (NNA) of the country of issuance.

S&P runs the CUSIP Service Bureau (CSB) –- the US NNA -– on behalf
of the American Bankers Association (ABA).  S&P/CSB is the only US
ISIN issuer and the only operator to receive first-hand
information from all US securities issuers.  S&P/CSB includes the
information gathered from securities issuers in a descriptive
database ("the S&P ISIN database"), which is then licensed to
information services providers such as Bloomberg, Reuters, etc.

It appears at this stage that US ISINs are the only universal or
common identifier for US securities and that they are essential
for the day-to-day business of financial institutions, including
those located in the EU.

The alleged infringement consists of an abuse by S&P of its
monopoly position by requesting licensing fees from financial
institutions located in the EU for the use of US ISINs and certain
descriptive elements attached to these numbers each time such an
ISIN is used in order to access value-added financial information
provided by information services providers.  Allegedly financial
institutions are obliged to pay for a service that they are not
interested in and do not actually use, i.e. the S&P's ISIN
database as such.  Moreover, it is alleged that S&P forces its
contractual partners, the information services providers, to cut
off financial institutions from data feeds on US securities unless
the latter enter into licensing agreements with S&P for the use of
US ISINs.

The opening of proceedings does not imply that the Commission has
conclusive proof of an infringement but merely means that the
Commission will deal with the case as a matter of priority.

The company's rights of defense will be fully respected.

There is no strict deadline to complete inquiries into
anticompetitive conduct.  Their duration depends on a number of
factors, including the complexity of each case, the extent to
which the undertakings concerned co-operate with the Commission
and the exercise of the rights of defense.

                  Legal Base for the Decision

The legal base of this procedural step is Article 11(6) of Council
Regulation No 1/2003 and article 2(1) of Commission Regulation No
773/2004.

Article 11(6) of Regulation No 1/2003 provides that the initiation
of proceedings relieves the competition authorities of the Member
States of their authority to apply Articles 81 and 82 of the
Treaty to the practices under investigation by the Commission.
Moreover, Article 16(1) of the same Regulation provides that
national courts must avoid giving decisions which would conflict
with a decision contemplated by the Commission in proceedings that
it has initiated.

Article 2 of Regulation No 773/2004 provides that the Commission
can initiate proceedings with a view to adopting at a later stage
a decision on substance according to Articles 7-10 of Regulation
No 1/2003 at any point in time, but at the latest when issuing a
statement of objections or a preliminary assessment notice in a
settlement procedure.  In the case at stake, the Commission has
chosen to open proceedings before such further steps.

The Commission may also make public the initiation of proceedings
in any appropriate way.  Before doing so, it has to inform the
parties concerned.


* EUROPE: PwC Says IPO Markets Suffered a Dismal Fourth Quarter
---------------------------------------------------------------
Europe's IPO markets suffered a dismal fourth quarter in 2008,
with both value and volume falling markedly from an already poor
third quarter, as stock exchanges continued to suffer from the
worldwide loss of confidence in the capital markets and global
economic crisis.  The latest IPO Watch Europe, the
PricewaterhouseCoopers survey tracking the volume and value of
IPOs around Europe, shows dramatic falls of 96% in the new money
raised (from EUR29,112 million in the fourth quarter of 2007 to
just EUR1,238 million in fourth quarter of 2008), and of 73% in
the number of new listings (64 in the fourth quarter of 2008
compared with 233 a year ago).  This marks the lowest level of IPO
activity recorded since the first quarter of 2003 which saw market
confidence heavily hit by events in the Middle East.

The quarter rounded off a very depressed year for Europe which saw
a total of 338 IPOs, down 58% from the 813 recorded in 2007, while
total offering value in 2008 was EUR14,241 million, down a massive
82% on the EUR80,367 million raised in the previous year.  The US
exchanges were also in decline but suffered less, with 57 IPOs
raising EUR19,409 million, including the Visa Inc IPO in the first
quarter of 2008 on the NYSE which raised EUR11,510 million.  As a
result the US markets moved into first place by offering value in
2008 ahead of both Europe and Greater China.

The total offering value of IPOs on the European markets in the
fourth quarter was EUR1,238 million, a huge drop from the
EUR29,112 million raised in the fourth quarter of 2007.  The
difference was largely accounted for by the much smaller number of
IPOs and, in particular, the fall in the number of large
transactions.  Indeed, the two largest two IPOs accounted for 97%
of the total money raised during the quarter, leaving just EUR32
million raised by the remaining 62, reflecting the fact that very
few admissions were accompanied by offerings.

The largest IPO of the quarter was that of the Guernsey
incorporated special purpose acquisition company, Resolution
Limited, raising EUR660 million on London's Main Market, followed
by the Polish energy company Enea which raised EUR546 million on
the Main Market of the Warsaw Stock Exchange (WSE).  Another
indicator of the reduced level of IPO activity was the fact that
the total offering value of all European IPOs in the fourth
quarter of 2008 represented only 30% of the single largest IPO
value in the same quarter of 2007.

Richard Weaver, partner in Capital Markets Group,
PricewaterhouseCoopers LLP, said: "The extremely low level of
activity on Europe's IPO markets last quarter continued to reflect
the poor state of the capital markets generally and the lack of
confidence in the wider global economy.  There were only two
transactions of any note, one in Warsaw and one in London, and in
sectors (energy and insurance) that are less exposed to declining
consumer confidence.  Had it not been for those transactions, the
IPO market would have been effectively closed for business last
quarter."

Tom Troubridge, head of Capital Markets Group,
PricewaterhouseCoopers LLP, added: "It is extremely hard to
predict with any confidence when the IPO market is likely to
reopen, given the scale and depth of the economic crisis the world
faces.  It is only likely to happen when investors see the end of
the recession in sight.  Capital raising in 2009 is almost
certainly going to be dominated by secondary offerings, as
companies look to rebuild their balance sheets and reach out to
their existing investors with rights issues.  This means there
will simply not be enough money for significant IPO investments."

"We do not expect any sign of recovery therefore until at least
the fourth quarter of this year and even then we would expect that
those investors who decide to dip their toes in the water will
first want to test the temperature with domestic IPOs, investing
in businesses they know best.  International IPOs, which have
become a strong feature of London and some other markets in the
past, are only likely to come back when investors feel more
confident about putting their money into higher risk investments."

                  The European Exchanges

Despite the gloomy conditions, London held on to its lead as the
largest market in terms of offering value, raising EUR666 million
through 12 IPOs and accounting for 53% of the total money raised
across the major European exchanges.  Of the total money raised in
London, 99% related to the largest IPO of the quarter, Resolution
Limited.  Both the volume and value of London IPO activity saw a
major decline from the fourth quarter of 2007, when 80 IPOs raised
EUR9,349 million.

However, London's AIM market, which has been the most active of
the exchanges since the IPO Watch Europe survey began, more or
less came to a standstill.  It hosted only nine IPOs raising just
EUR3 million in the fourth quarter of 2008, compared with 54 IPOs
in the fourth quarter of 2007 raising EUR1,848 million.  Only one
transaction raised cash and this was its single non-European IPO,
the Malaysian based healthcare company Medilink-Global UK Limited.

The WSE emerged as the second largest market in terms of offering
value, raising EUR555 million through 23 IPOs and accounting for
45% of the total money raised across the major European exchanges.
Of the total money raised in Warsaw, 98% related to the second
largest IPO of the quarter, Enea.  Activity in the last quarter
represented a reduction in the volume of IPOs for the WSE, but an
increase in the offering value compared to the fourth quarter of
2007, which saw 42 IPOs raise a total of EUR462 million.

The Oslo Axess exchange came third in terms of offering value,
with two IPOs raising EUR11 million but the Oslo B๘rs had none.
NYSE Euronext was the fourth largest exchange in terms of money
raised and the second largest by volume, hosting 13 IPOs which
raised EUR6 million.  Activity on NYSE Euronext fell markedly
compared to the fourth quarter of 2007 when it saw 30 IPOs raise
EUR3,489 million.  OMX hosted nine IPOs, Luxembourg four and the
Deutsche B๖rse one, none of which raised any money.  None of the
other European exchanges had any IPO activity this quarter.

                   International IPOs

The flow of international companies coming to the European markets
also effectively dried up in the fourth quarter, which saw just
seven non-European IPOs raising a total of EUR3 million.  This
contrasts sharply with the EUR944 million raised by international
IPOs in the previous quarter and EUR7,514 million in fourth
quarter of 2007.  The money raised by non-European companies
represented less than 1% of the total money raised, compared to
26% in the fourth quarter of 2007.

In 2008 as a whole, European exchanges attracted 81 international
IPOs raising EUR5,930 million, a decline in both volume and value
compared with 2007 which saw 126 companies raising EUR21,431
million.  In value terms international IPOs accounted for 42% of
the total IPOs in Europe in 2008.  By comparison, the US exchanges
had a total of 17 IPOs by non-US companies raising EUR1,217
million representing just 6% of total IPOs by value.

                     The US Exchanges

The US exchanges likewise experienced a huge decline in IPO
activity in Q4 with three IPOs raising just EUR189 million,
compared with 101 raising EUR14,080 million in the fourth quarter
of 2007, 97% down in volume and 99% down in offering value from a
year ago.  The numbers were also well down on the already
depressed levels of IPO activity experienced in the third quarter
of 2008.  The US attracted no international IPOs in the last
quarter.

          About PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP -- http://www.pwc.co.uk/-- provides
industry-focused assurance, tax and advisory services.  It has
more than 16,000 partners and staff in offices around the UK.

                            *********

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 US$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
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

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/booksto order any title today.

                            *********


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 -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Valerie C. Udtuhan, Marites O. Claro, Rousel Elaine
C. Tumanda, Pius Xerxes V. Tovilla, Joy A. Agravante, Marie
Therese V. Profetana and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
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contact Christopher Beard at 240/629-3300.


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