Hechinger Liquidation Trust 10K 2008 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008.

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____

Commission file number 000-50160

HECHINGER LIQUIDATION TRUST

(Exact name of registrant as specified in its charter)

Delaware		52-7230151
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

405 East Gude Drive, Suite 206 Rockville, Maryland		20850
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 838-4311

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Class 4A, Class 4B, and Class 5

Beneficial Interests

in the Liquidation Trust Established Under

the Liquidation Trust Agreement

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant.

— $ 0 —

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ¨.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
PART I

ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	7
ITEM 1B	UNRESOLVED STAFF COMMENTS	7
ITEM 2.	PROPERTIES	7
ITEM 3.	LEGAL PROCEEDINGS	7
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	8

PART II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
ITEM 6.	SELECTED FINANCIAL DATA	8
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	19
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	19
ITEM 9A.	CONTROLS AND PROCEDURES	20
ITEM 9A(T).	CONTROLS AND PROCEDURES	20
ITEM 9B.	OTHER INFORMATION	21

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	21
ITEM 11.	EXECUTIVE COMPENSATION	22
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	23
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	23

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	24

PART I

Item 1.

Business

A. Background

The Liquidation Trust has no authority to engage in any trade or business. The purpose of the Liquidation Trust is to:

liquidate any and all remaining assets of the Debtors;

pursue causes of action assigned to the Liquidation Trust, including preference, fraudulent conveyance and other avoidance actions, lender liability actions, fraud actions and breach of fiduciary duty actions, for the benefit of beneficiaries of the Liquidation Trust;

resolve, either consensually or through litigation, all disputed claims asserted against the Debtors, pursuant to the Plan; and

make all distributions required under the Plan (“Distributions”) and payments to holders of claims allowed pursuant to the Plan.

The Liquidation Trust will terminate upon the earlier of (i) the fulfillment of its purpose by the liquidation of all of its assets and the distribution of the proceeds of the liquidation thereof in accordance with the Plan, or (ii) by March 31, 2009, unless the Bankruptcy Court approves a further extension of the term.

During the fiscal year ended September 30, 2008, the principal activities of the Liquidation Trust included pursuing preference recovery actions as well as other significant actions in the United States District Court for the District of Delaware (the “District Court”), and in the United States Court of Appeals for the Third Circuit (the “Court of Appeals”), resolution of disputed claims, and Distributions to holders of beneficial interests in the Liquidation Trust, all as further explained below.

As of December 2008, substantially all assets of the Debtors, including causes of action, have been liquidated, and all Disputed Claims have either been resolved or are expected to be waived. The Liquidation Trust is in the process of winding up its limited operations, and expects to request that the Bankruptcy Court authorize a final Distribution during early calendar year 2009 and terminate the Liquidation Trust thereafter.

The trustee of the Liquidation Trust is Mr. Conrad F. Hocking (the “Liquidation Trustee”). As of September 30, 2008, the Liquidation Trust had no full-time employees. The Liquidation Trustee and one other employee manage and monitor the affairs of the Liquidation Trust on a part-time basis, with periodic assistance from two other part-time employees.

Pursuant to the provisions of the Plan, a committee (the “Committee”) was appointed to represent the interests of the beneficiaries of the Liquidation Trust. The members of the Committee initially were: Teachers Insurance and Annuity Association of America, The Sherwin Williams Company, HSBC Bank USA, Masco Corporation, The Scotts Company, and Kmart Corporation (“Kmart”). During 2003, subsequent to waiving all of its claims in a comprehensive mutual settlement with the Liquidation Trust, The Scotts Company resigned from the Committee. No replacement has been designated. Members of the Committee have fiduciary duties to the beneficiaries of the Liquidation Trust in the same manner that members of an official committee of creditors appointed pursuant to Section 1102, Chapter 11, Title 11 of the United States Code (the “Bankruptcy Code”), have fiduciary duties to the creditor constituents represented by such committee.

The Bankruptcy Court has retained exclusive jurisdiction over the Liquidation Trust and its assets as provided in the Plan, including the determination of all controversies and disputes arising under or in connection with the Liquidation Trust.

Amounts shown throughout this document are rounded and are therefore approximate.

B. Preference recovery actions and other significant actions

1. Preference recovery actions

Pursuant to Section 547 of the Bankruptcy Code, a debtor may seek to recover, through adversary proceedings in the bankruptcy court, certain transfers of the debtor’s property, including payments of cash, made during the 90 days immediately prior to the commencement of the bankruptcy case. Although there are certain defenses to such recoveries, the Bankruptcy Code’s preference statute can be very broad in its application because it allows the debtor to recover payments regardless of whether there was any impropriety in such payments.

As of September 30, 2008, one significant preference litigation action continued (see Part I, Item 3., “Legal Proceedings”, below). During March 2006, the District Court upheld the Bankruptcy Court’s award to the Liquidation Trust of $1.0 million in this case. The defendant appealed the affirmation by the District Court to the Court of Appeals. During June 2007, the Court of Appeals remanded the case to the District Court, with instructions to remand to the Bankruptcy Court for specific findings. Pursuant to the Bankruptcy Court’s scheduling order, both parties filed briefings by February 2008. The Bankruptcy Court may decide the case or schedule further proceedings, up to and including a trial, at its discretion. The Liquidation Trust and its counsel intend to vigorously pursue collection of the original judgment. In addition, the Liquidation Trust continued to make collections efforts with respect to settlements and default judgments obtained for other preference actions.

2. Other significant actions

Pursuant to the Plan, two significant actions were assigned to the Liquidation Trust on the Effective Date. The Official Committee of Unsecured Creditors, appointed by the United States Trustee pursuant to Section 1102 of the Bankruptcy Code to represent the interests of creditors, as well as the trustee under an indenture governing certain debt instruments issued by one of the Debtors, had each filed actions (respectively, the “Committee Action” and the “Bondholder Action”) against various parties involved in a business combination among the Debtors during 1997 and the related financing (the “1997 Transactions”), including certain insiders and/or lenders for fraudulent conveyance, among other causes of action.

Status of litigation

In the Bondholder Action, following adverse decisions during 2004 and 2005, the Liquidation Trust determined not to pursue that action further.

In the Committee Action, during July 2005, the District Court issued a memorandum opinion and order on pending summary judgment motions (collectively, the “Summary Judgment Decision”), dismissing the Liquidation Trust’s claims against Fleet Retail Finance Inc. (“Fleet”), General Electric Credit Corp. (“GECC”), and certain other defendants. During August 2005, the District Court substantively denied the Liquidation Trust’s motion for reconsideration of the Summary Judgment Decision.

During December 2005, the Liquidation Trust filed its notice of appeal from the Summary Judgment Decision and related judgment in the Committee Action with the Court of Appeals. A March 2006 mediation that was ordered and conducted by the Court of Appeals did not result in a settlement among the remaining parties to the Committee Action. The Liquidation Trust continued to pursue the Committee Action against certain remaining defendants with which it had not reached a settlement. Pursuant to a scheduling order issued by the Court of Appeals during March 2007, briefing in the Committee Action appeal was completed during July 2007. The Court of Appeals heard oral argument during April 2008. During May 2008, the Court of Appeals issued a decision affirming the Summary Judgment Decision. After consultation with counsel, the Liquidation Trustee determined that the Liquidation Trust would not pursue an appeal of the May 2008 adverse decision.

No further activity in this matter, other than paying final professional fees related to the case, is expected. As of September 30, 2007, the Liquidation Trust maintained a contingency reserve of $4.0 million, the litigation appeals provision, to allow the Liquidation Trust to pursue or defend a future trial and appeals of the Committee Action. When the Liquidation Trustee determined that the Liquidation Trust would not pursue the Committee Action further, the litigation appeals provision was released.

b. Related settlements

During September 2005, the Liquidation Trust reached a settlement with certain of the remaining defendants in the Committee Action, as a result of which, in addition to other consideration, those defendants paid the Liquidation Trust $7.0 million during October 2005.

During August 2006, the Liquidation Trust reached an agreement with both Fleet and GECC, previous defendants in the Bondholder Action and the Committee Action (the “Fleet Settlement”). Pursuant to an August 2002 stipulation between the Liquidation Trust and Fleet (the “Fleet Stipulation”), the Liquidation Trust established a Fleet Reserve totaling $11.0 million. The Fleet Stipulation contained provisions pursuant to which Fleet could seek reimbursement of certain legal fees and expenses in the event of certain outcomes in proceedings by the Liquidation Trust against Fleet, including the ultimate resolution of the Committee Action and/or the Bondholder Action in favor of Fleet. Under the terms of the Fleet Settlement, during October 2006, the Liquidation Trust paid Fleet $8.3 million of the $11.0 million Fleet Reserve, Fleet and GECC released any claim to the balance of the Fleet Reserve, and the Liquidation Trust, Fleet and GECC released each other from all further claims.

In accordance with the procedures set forth in the Plan, approval of each settlement was obtained from the Committee that represents the interests of the beneficiaries of the Liquidation Trust.

C. Resolution of disputed claims

When an entity files for bankruptcy, its liabilities, such as accounts and notes payable, any lawsuits against it, and any damages it causes by canceling contracts all become potential claims against the debtor. The debtor acknowledges claims it is aware of in a filing with the bankruptcy court, and any interested party may file a claim against a debtor in any amount they assert is owed (collectively, the “Claims”).

The Debtors, and the Liquidation Trust as successor-in-interest, are responsible for researching and resolving every Claim. Claims may be resolved, under Bankruptcy Court procedures, by being expunged from the record, waived by the claimant, allowed in a different amount and/or classification (discussed below under D., “Claims payments and distributions”), or allowed as filed.

A Claim may be “Allowed,” meaning that either the Claim has been fixed as to amount and classification by order of the Bankruptcy Court, or the Liquidation Trust agrees with the claimant as to the amount and classification of the Claim and is making no objection to the Claim. Otherwise, an unresolved Claim is termed “Disputed,” meaning the Liquidation Trust does not agree and has filed, or may still file, an objection or other legal proceeding intended to dispute the Claim in whole or in part. All the types of Claims discussed below under “Rights of Claimants” may contain both Allowed Claims and Disputed Claims.

As of September 30, 2008, ten Disputed Claims remained unresolved. Subsequent to September 30, 2008, the Liquidation Trust has Allowed one Disputed Claim and expunged six Disputed Claims. The Liquidation Trust expects that the three remaining Disputed Claims will be waived.

D. Claims payments and distributions

1. Rights of Claimants

Claims against the Debtors are classified in the priorities established under the Bankruptcy Code, and paid under the provisions of the Plan, which provides the framework under which the Liquidation Trust operates. The Plan spells out the rights and priorities of each specific classification of Claim, formalized as various “Classes” of Claims against the Debtors as follows:

Summary of Payment Rights of Allowed Claimants Under the Plan

Claims Allowed with Respect to:	Payment Rights	Claimant’s Relationship to Liquidation Trust	Names of Claims Classes as Defined in the Plan

Liabilities incurred after the filing for bankruptcy.	Paid in full.	Creditor	Administrative and Fee Claims

Liabilities incurred before the filing for bankruptcy, to the extent they were secured or among the limited number of specific liabilities granted priority under the Bankruptcy Code.	Paid in full.	Creditor	Class 2 (DIP Bank Secured and Bank Letter of Credit) and Class 3 (Non-Bank Secured) Claims; and Priority Tax and Class 1 (Priority Non-Tax) Claims

Other liabilities incurred before the filing for bankruptcy, and totaling $2,500 or less.	Not paid in full. Paid at 7.5% of Allowed amount.	Creditor	Class 4C (Convenience) Claims

All other liabilities incurred before the filing for bankruptcy.	Not paid in full. Paid pro rata. See “Beneficiaries of the Liquidation Trust,” below.	Beneficiary (owner)	Class 4A (Senior Unsecured), Class 4B (General Unsecured), and Class 5 (Subordinated Debentures) Claims

a. Creditors of the Liquidation Trust

As shown above, Allowed Claims in certain Claims Classes will be paid in full under the Plan. Such Claims are therefore referred to as “Unimpaired Claims.” Any disagreement as to the Claims Class of any given Claim is settled between the claimant and the Liquidation Trust or, in the last resort, by the Bankruptcy Court.

Each General Unsecured Claim (discussed below) which is Allowed in an amount of $2,500 or less is classified as a Convenience Claim under the Plan, and is paid a fixed 7.5% of the Allowed amount.

Holders of Unimpaired and Convenience Claims are creditors of the Liquidation Trust. Although the amounts ultimately Allowed are subject to reconciliation and negotiation based on the Debtors’ and creditors’ records, and to ultimate determination, if necessary, in the Bankruptcy Court, the Liquidation Trust’s liability resulting from such Claims is analogous, in substance, to accounts payable. These claimants have no ownership interest in the Liquidation Trust.

During the fiscal year ended September 30, 2008, the Liquidation Trust made no payments in settlement of Unimpaired and Convenience Class Claims, because substantially all of the Unimpaired and Convenience Claims had been settled and paid in previous fiscal years.

b. Beneficiaries of the Liquidation Trust

As indicated above and in the following chart, three types of claimants are the beneficiaries of the Liquidation Trust (i.e., its owners). Under the Plan, none of these claimants is expected to be paid in full for the amounts the Debtors owed them as of the bankruptcy filing. Claims in the Plan’s Class 4A (“Senior Unsecured Claims”), Class 4B (“General Unsecured Claims”), and Class 5 (“Subordinated Debentures Claims”) are referred to as “Impaired Claims” because the rights of the claimants have been impaired in the bankruptcy and their Claims are not likely to be paid in full.

Summary of Payment Rights of Trust Beneficiaries (i.e., Holders of Impaired Claims) Under the Plan

Claims Allowed with Respect to:		Payment Rights

Senior Notes and Debentures (Class 4A)		Paid pro rata, based on the sum of the amount of the Senior Notes and Debentures and the amount of the Subordinated Debentures.

All other liabilities incurred before the filing for bankruptcy (Class 4B)		Paid pro rata, based on the Allowed amount of each Claim.

Subordinated Debentures (Class 5)		No payment rights until Senior Notes and Debentures are paid in full.

“Paid pro rata” means that all remaining net proceeds, if any, of the Liquidation Trust, after the expenses and all creditors of the Liquidation Trust (including Claims Classes shown above as creditors) are paid and all contingencies are resolved, are divided among its beneficiaries in proportion to the amounts of their respective Allowed Claims and pursuant to the terms of the Plan.

The holders of these Claims Classes, at the time the Debtors entered Chapter 11 bankruptcy on June 11, 1999 (the “Petition Date”), were either:

Holders of the public debt issued by Hechinger Company (one of the Debtors, and, together with its subsidiaries, “Hechinger”), either Senior Notes and Debentures (Class 4A) or Subordinated Debentures (Class 5), or

Other creditors of the Debtors whose Claims for liabilities incurred before the filing for bankruptcy were not eligible for payment priority under the Bankruptcy Code, the General Unsecured Claims (Class 4B).

The Hechinger public debt, as of the Petition Date, consisted of $206.4 million of Senior Notes and Debentures, including interest accrued thereon, and $90.9 million of Subordinated Debentures, including interest accrued thereon. The payment rights of holders of the Subordinated Debentures were contractually subordinate to the payment rights of the holders of the Senior Notes and Debentures. Pursuant to the Bankruptcy Code, this contractual subordination is preserved under the Plan.

i. General beneficiary information

Each holder of an Allowed Claim in the Plan’s Class 4A (Senior Unsecured Claims), Class 4B (General Unsecured Claims), and Class 5 (Subordinated Debentures Claims) is deemed to hold a pro rata beneficial interest (the “Beneficial Interests”) in the Liquidation Trust based upon the amount of their Allowed Impaired Claim as compared to the total amount of all Impaired Claims ultimately allowed. When and to the extent that Disputed Impaired Claims become Allowed Impaired Claims, holders of such Claims receive Beneficial Interests in accordance with the Plan. Allowed Impaired Claims, to the extent they exceed the Liquidation Trust’s estimate, as of September 30, 2008, that $720.1 million of Impaired Claims will ultimately be allowed, dilute the interest of each holder of Beneficial Interests proportionately. The Liquidation Trust believes that the 2,080 beneficiaries of the Liquidation Trust as of September 30, 2008, plus one beneficiary whose claim was Allowed subsequent to year-end, will constitute all of the beneficiaries of the Liquidation Trust.

The Beneficial Interests do not entitle any beneficiary of the Liquidation Trust to any title in or to any of its assets, and do not represent an obligation of the Liquidation Trust to pay a sum certain amount. The Beneficial Interests represent only a right to receive a pro rata portion of the net proceeds of the Liquidation Trust assets pursuant to the terms of the Plan. Therefore, the value, if any, of the Beneficial Interests is speculative and subject to changes based on the net cash ultimately realized by the Liquidation Trust.

ii. Distributions to Class 4A, Class 4B and Class 5 holders of Beneficial Interests

The availability of cash, if any, for distribution to holders of Beneficial Interests is determined by the Liquidation Trustee subject to application to the Bankruptcy Court for determination of reserves for Disputed Claims. Distributions to holders of Allowed Impaired Claims have been authorized, through September 30, 2008, in the cumulative amount of 11.9411% of the Allowed amount of Impaired Claims, as follows: August 2002, 4.515%; June 2003, 2.058%; September 2004, 1.527%; April 2005, 1.0%; November 2005, 1.1911%; and August 2008, 1.65%.

Each Distribution was subject to maintaining reserves for the estimated amount of Disputed Impaired Claims, as approved by the Bankruptcy Court for the purpose of establishing adequate reserves. As of September 30, 2008, the Liquidation Trust has therefore reserved a total of 11.9411%, the cumulative Distribution rate, of the estimated amount for each remaining Disputed Impaired Claim. The reserve for Disputed Impaired Claims, totaling $1.0 million as of September 30, 2008, is paid out to holders of previously Disputed Impaired Claims when, and to the extent that, such Claims become Allowed.

These Distribution rates do not imply anything about future Distributions. The timing and amount of any future Distributions, including a final Distribution for which the Liquidation Trust expects to request authorization from the Bankruptcy Court in early calendar year 2009, is subject to the Liquidation Trust accumulating additional available cash, as the Liquidation Trust resolves the remaining Claims filed against it, collects amounts which may be due to it pursuant to various pending matters and litigation described herein, and obtains authorization from the Bankruptcy Court to reduce or eliminate the $3.0 million minimum reserve established under the Plan to assure adequate liquidity for the Liquidation Trust.

As of September 30, 2008, total Distributions authorized to date for holders of Allowed Impaired Claims totaled $83.3 million, as follows:

($ in millions)

Class 4A (Senior Unsecured Claims)	$	35.5
Class 4B (General Unsecured Claims)		47.8
Class 5 ( Subordinated Debentures Claims)		-
Total	$	83.3

Distributions are made in accordance with the priority and subordination provisions set forth in the Plan. These provisions enforce the terms of the indenture for issuance of the Subordinated Debentures, under which the payment rights of holders of the Subordinated Debentures were subordinated to the payment rights of holders of the Senior Notes and Debentures. Until such time as all holders of Allowed Claims in Class 4A (Senior Unsecured Claims – consisting of the holders of the Senior Notes and Debentures) have received the full $206.4 million amount of their Allowed Claims, any amounts which would otherwise be allocated for payment to holders of Claims in Class 5 (Subordinated Debentures Claims – consisting of the holders of the Subordinated Debentures) will be distributed to holders of Claims in Class 4A (Senior Unsecured Claims).

Therefore, although the holders of Claims in Class 5 (Subordinated Debentures Claims) are holders of Beneficial Interests, they have no current economic interest in the Liquidation Trust because they are not receiving Distributions.

The payment priority rights of the Claims in Class 4A (Senior Unsecured Claims) have no effect on the rights of, and Distributions to, the holders of Claims in Class 4B (General Unsecured Claims). Holders of Allowed Claims in Class 4B (General Unsecured Claims) have received their pro rata Distributions as such Distributions were made.

E. Other information

The Liquidation Trust does not maintain a web site.

Item 1A. Risk Factors

Because the Liquidation Trust is not engaged in any trade or business, and generally exists for the limited purpose of liquidating any and all remaining assets of the Debtors, risks of the Liquidation Trust are limited. Risks primarily include:

Unfavorable results of causes of action assigned to the Liquidation Trust;

Unfavorable resolutions of disputed claims asserted against the Debtors; and

Disputes arising out of Distributions and payments to holders of Claims allowed pursuant to the Plan.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The Liquidation Trust does not have any material physical properties.

Item 3. Legal Proceedings

Litigation and Other Proceedings on behalf of the Liquidation Trust

Pursuant to the Plan, the Liquidation Trust was assigned certain actions referred to as the “Bondholder Action” and the “Committee Action”. Both actions arose from a business combination among the Debtors during 1997 and the related financing (the “1997 Transactions”), and were filed against certain parties that arranged, approved, or financed the 1997 Transactions. The Liquidation Trust ceased its pursuit of the Bondholder Action following an adverse decision on the action by the United States Court of Appeals for the Third Circuit (the “Court of Appeals”) during August 2005. The Liquidation Trust determined not to further pursue the Committee Action following the May 2008 Court of Appeals affirmation of a lower court’s summary judgment decision dismissing the remaining defendants in this Action.

As of September 30, 2008, one significant preference litigation action continued – of approximately 1,800 preference actions filed by the Debtors in 2001. During March 2006, the District Court upheld the Bankruptcy Court’s award to the Liquidation Trust of $1.0 million in this case. The defendant further appealed the affirmation by the District Court to the Court of Appeals. During June 2007, the Court of Appeals remanded the case to the District Court, with instructions to remand to the Bankruptcy Court for specific findings. Pursuant to the Bankruptcy Court’s scheduling order, both parties filed briefings by February 2008. The Bankruptcy Court may decide the case or schedule further proceedings, up to and including a trial, at its discretion. The Liquidation Trust and its counsel intend to vigorously pursue collection of the original judgment. Prosecution of all other significant preference litigation has been completed. The basis for such actions by the Liquidation Trust is described herein under Part I, Item 1., “Business.”

Litigation and Other Proceedings Against the Liquidation Trust

Settling Claims filed with the Bankruptcy Court is the ordinary course of business for the Liquidation Trust. As of September 30, 2008, a total of ten Disputed Claims remained unresolved. None of these Disputed Claims, if resolved in favor of the claimant, would have a material effect on the financial condition of the Liquidation Trust. Subsequent to September 30, 2008, the Liquidation Trust Allowed one Disputed Claim and expunged six Disputed Claims. The Liquidation Trust expects that the three remaining Disputed Claims will be waived.

Other than as described herein, the Liquidation Trust is not a defendant in any action or proceeding which, if the Liquidation Trust were to be found liable in such action or proceeding, would materially adversely impact the Liquidation Trust’s financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

The Liquidation Trust’s Beneficial Interests were issued pursuant to the Plan and their issuance was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 1145 of the Bankruptcy Code.

The Beneficial Interests are not listed on any securities exchange or quoted on the OTC Bulletin Board. The Liquidation Trust is not currently aware of the existence of an established public trading market for the Beneficial Interests and the Liquidation Trust does not expect any public trading market to develop. At September 30, 2008, there were 2,080 holders of record of Beneficial Interests.

The Liquidation Trust does not pay dividends, nor can it purchase or redeem Beneficial Interests.

The availability of cash, if any, for distribution to holders of Beneficial Interests is determined by the Liquidation Trustee subject to application to the Bankruptcy Court for determination of reserves for Disputed Claims. As described more fully under Part I, Item 1., “Business,” above, under subheading D., “Claims payments and distributions,” as of September 30, 2008, Distributions have been authorized and paid at the cumulative rate of 11.9411% of the amount of each Impaired Claim as Allowed.

Item 6. Selected Financial Data

The Selected Financial Data disclosures of Item 301 of Regulation S-K, designed to add insight into trends in financial condition and results of operations, are not relevant in a liquidating environment and therefore are omitted.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

A typical discussion of the ability to generate adequate cash flows for operations, potential capital resources and trends concerning sales and inflation as required by Item 303 of Regulation S-K is not relevant to the Liquidation Trust, and therefore is omitted.

I.	Cautionary Statement Regarding Risks and Uncertainties That May Affect Future Results

This Annual Report on Form 10-K contains forward-looking statements about the business, financial condition and prospects of the Liquidation Trust. The actual results of the Liquidation Trust could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including, without limitation, the Liquidation Trust’s success in securing claims settlements on the terms currently contemplated in ongoing negotiations and in other estimates of settlement value, the effect of substantial delays in settling contingent assets and liabilities, resulting in a prolonged period of liquidation, economic conditions, changes in tax and other governmental rules and regulations applicable to the Liquidation Trust and other risks. These risks are beyond the ability of the Liquidation Trust to control, and in many cases, the Liquidation Trust cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by any forward-looking statements included in this Form 10-K. When used in this Annual Report on Form 10-K, the words “believes,” “estimates,” “plans,” “expects,” “anticipates” and other similar expressions as they relate to the Liquidation Trust or the Liquidation Trustee are intended to identify forward-looking statements.

II. Critical Accounting Policies and Estimates

The following discussion and analysis of the Liquidation Trust’s changes in net assets in liquidation, cash receipts and disbursements and net assets in liquidation is based on the Liquidation Trust Financial Statements (as identified and defined under “Management’s Discussion and Analysis of Financial Information,” under the heading III., below), which have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with the liquidation basis of accounting. During preparation of these Financial Statements, the Liquidation Trustee is required to make estimates and assumptions which affect the reported amounts of assets and liabilities in liquidation at estimated fair value, including estimates and assumptions concerning resolution of Disputed Claims, resolution of current and potential litigation, and the fair value, and related disclosure, of contingent assets and liabilities. On an ongoing basis, the Liquidation Trustee evaluates and updates these estimates and assumptions based on historical experience and on various other assumptions the Liquidation Trustee believes are reasonable under the circumstances. Actual results may differ from these estimates and different assumptions would lead to different estimates.

The Liquidation Trust believes that the following critical accounting policies affect the more significant estimates and assumptions used in the preparation of the Financial Statements in accordance with the liquidation basis of accounting:

A. Assets

Total assets as of September 30, 2008 were $8.3 million, mainly consisting of cash and cash equivalents and preference receivables. Of this amount, $0.2 million of net preference receivables were subject to estimation.

1. Preference receivables

Preference receivables are recorded at fair value, which requires that the Liquidation Trust make assumptions about the likely ultimate outcome of any remaining preference cases. As of the periods presented in the Financial Statements, the Liquidation Trust estimated the fair value of preference receivables primarily based on the fair value, net of costs of recovery, of one remaining significant action.

The Liquidation Trust estimated the fair value of preference receivables as of September 30, 2006 primarily based on the Bankruptcy Court’s award to the Liquidation Trust of $1.0 million in this case. During June 2007, the Court of Appeals remanded the case to the District Court, with instructions to remand to the Bankruptcy Court for specific findings (see Part I, Item 3., “Legal Proceedings”, above). Pursuant to the Bankruptcy Court’s scheduling order, both parties filed briefings by February 2008. The Bankruptcy Court may decide the case or schedule further proceedings, up to and including a trial, at its discretion.

The Liquidation Trust and its counsel intend to vigorously pursue collection of the original judgment. However, during the fiscal year ended September 30, 2007, primarily based on the content of the ruling and on the status of negotiations with the defendant, the Liquidation Trust reduced its estimate of the fair value of preference receivables, net of costs of recovery, from $0.9 million to $0.2 million, consistent with generally accepted accounting principles. As of September 30, 2008, the Liquidation Trust’s estimate of the fair value of preference receivables remained substantially unchanged pending action by the Bankruptcy Court.

B. Liabilities

Total liabilities as of September 30, 2008 were $3.5 million, consisting of: $1.3 million of estimated Unimpaired Claims payable; $1.3 million of uncashed claims checks and Distributions payable (which are not subject to estimation, as these amounts are specifically determined for each applicable Allowed Impaired Claim); and $0.9 million of estimated costs of liquidation, mainly the Wind-down Reserve.

1. Unimpaired claims payable

Claims liabilities are recorded at estimated aggregate settlement amounts, which requires estimates of claims resolution results. Claims are evaluated by reviewing the facts available to the Liquidation Trust, including the Debtors’ records and information submitted by the claimants, and estimating the ultimate settlement amount of each Claim based on currently available information.

As of the periods presented in the Financial Statements, Unimpaired Claims payable included (i) three Disputed Unimpaired Claims with an estimated fair value of zero, because the Liquidation Trust expects these claims will not be paid, and (ii) Allowed but unpaid Unimpaired Claims totaling $1.3 million.

Pursuant to the Plan, certain fees and expenses which Kmart incurred in connection with the Debtors’ bankruptcy filing were allowed as an Unimpaired Claim. Allowed Unimpaired Claims as of the periods presented in the Financial Statements include this Claim, which has not yet been substantiated by Kmart as required by the Plan, at its estimated amount per the Plan of $1.3 million. The Liquidation Trust has requested substantiation of this Claim, and is currently working with Kmart in an effort to resolve the matter.

If the three remaining Disputed Unimpaired Claims were to be allowed at the amounts estimated by the Liquidation Trust and approved by the Bankruptcy Court for reserve purposes, net assets in liquidation would not be materially reduced. However, the Liquidation Trust expects that these three Claims will be waived.

2. Estimated costs of liquidation

The estimated costs of liquidation, representing the projected costs of operating the Liquidation Trust through its expected termination, consist of the Wind-down Reserve and the Litigation Reserve. These costs, which include professional fees, insurance and personnel, among other things, are based on various assumptions regarding the number of employees, the use of professionals (particularly in connection with continuing Claims resolution and litigation), the anticipated termination date of the Liquidation Trust, and other matters. The most significant assumptions related to estimated costs of liquidation have been the length of time and the intensity of litigation required in order to settle the affairs of the Liquidation Trust while maximizing its value to the holders of Beneficial Interests.

Substantially all of the day-to-day operations of the Liquidation Trust were terminated as of June 2005; however, provision has been made for necessary management oversight and administrative, legal and accounting processes to continue through its expected termination in early calendar year 2009. These final items include resolution of the remaining Disputed Claims and all litigation, a final Distribution, if applicable, and any necessary filings with regulatory authorities and with the Bankruptcy Court. The Liquidation Trust believes the remaining Wind-down Reserve balance of $0.8 million is sufficient for its limited remaining operations and final termination obligations.

The actual duration of the Liquidation Trust and the associated Wind-down costs have proved difficult to estimate. The Wind-down Reserve was increased by $1.0 million, $0.1 million, and $0.1 million during the fiscal years ended September 30, 2006, September 30, 2007 and September 30, 2008, respectively, based on revised forecasts of operational requirements prior to and associated with the expected termination of the Liquidation Trust, as extended from time to time.

The pace of litigation, which is not under the Liquidation Trust’s control, has been the greatest uncertainty in estimating the final termination date of the Liquidation Trust. Should the termination date of the Liquidation Trust extend beyond early calendar year 2009, the Liquidation Trust’s costs of liquidation may increase, and any increase may utilize funds which might otherwise be available for distribution to holders of Beneficial Interests.

C. Contingencies

Contingent assets and liabilities are valued at the Liquidation Trust’s estimated future cash flows, which require a significant number of estimates and assumptions regarding collectability, probable outcomes, courses of action, and various other factors.

D. Taxes

The Liquidation Trust is intended to qualify as a liquidating trust for federal income tax purposes, and therefore should be taxable as a grantor trust. The holders of Beneficial Interests will be treated as grantors; accordingly, their pro rata share of all items of income, gain, loss, deduction and credit will be included in the income tax returns of the holders of Beneficial Interests.

III. Management’s Discussion and Analysis of Financial Information

Reference is made to the Liquidation Trust Financial Statements, consisting of the audited financial statements of the Liquidation Trust as of September 30, 2008 and September 30, 2007 and for the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006, and the notes thereto, which are included with this report on Form 10-K under Part IV, Item 15., below. The following information concerning the Liquidation Trust’s financial performance and condition should be read in conjunction with the Liquidation Trust Financial Statements.

The Liquidation Trust Financial Statements have been prepared using the liquidation basis of accounting. Under this method of accounting, the Statements of Net Assets in Liquidation reflect all assets and liabilities, including the projected total cost of liquidating the assets and winding down the affairs of the Liquidation Trust, at estimated fair value. The Statements of Changes in Net Assets in Liquidation primarily reflect any Distributions authorized for holders of Beneficial Interests and changes in the estimated fair value of the Liquidation Trust’s assets and liabilities.

Significant financial activities of the Liquidation Trust during the periods reflected below include Distribution payments, resolution of Claims asserted, pursuit of preference recovery actions and other litigation, and carrying out the liquidation activities of the Liquidation Trust.

Net assets in liquidation are subject to material change when either (1) Distributions to holders of Allowed Impaired Claims are authorized, or (2) estimates of the fair value of the Liquidation Trust’s assets and/or liabilities change, including as a result of significant events in, or the resolution of, litigation pursued by the Liquidation Trust. Both the authorization of Distributions and changes in estimates are non-cash changes. These changes are shown in the Liquidation Trust’s Statements of Changes in Net Assets in Liquidation and are discussed below.

Most cash transactions, on the other hand, such as collection of receivables and payments of liabilities and Distributions, cause offsetting changes in the associated components of assets and liabilities, but do not change net assets in liquidation. The Liquidation Trust’s Statements of Cash Receipts and Disbursements show the results of these transactions, which are also discussed later under the heading “Cash Receipts and Disbursements.”

A. Changes in net assets in liquidation

The following table summarizes the significant changes in net assets in liquidation for the periods as indicated:

($ in thousands)

	For the fiscal year ended September 30, 2008			For the fiscal year ended September 30, 2007			For the fiscal year ended September 30, 2006
Increase/(decrease) in net assets in liquidation

Distributions authorized	$	(11,707	)	$	(187	)	$	(6,977	)
(Decrease)/increase in estimated fair value of preference recoveries, net		(146	)		(666	)		119
Increase in estimated costs of liquidation		(123	)		(103	)		(973	)
Fleet settlement accrual		-			-			(4,750	)
Interest income		515			911			1,083
Other increases		317			20			638
Net decrease in net assets in liquidation after distributions authorized	$	(11,144	)	$	(25	)	$	(10,860	)

1. Distributions authorized

During November 2005, the Liquidation Trust authorized a fifth interim Distribution, of 1.1911% of the Allowed amount of Impaired Claims, to holders of Beneficial Interests. Because this Distribution resulted from the $7.0 million proceeds of the Committee Action settlement, pursuant to the Plan, Kmart’s Class 4B Claim, allowed in the amount of $150.0 million, was excluded from this Distribution. Distributions authorized during the fiscal year ended September 30, 2006 totaled $7.0 million, primarily representing the fifth interim Distribution for holders of $559.8 million of Allowed Impaired Claims, as well as Distributions payable at the previous cumulative rate of 9.1% to holders of $3.7 million of Impaired Claims newly allowed during the fiscal year ended September 30, 2006.

No new interim Distribution was authorized during the fiscal year ended September 30, 2007. Distributions payable at the previously authorized rate of 10.2911% were made to holders of $2.0 million of Impaired Claims newly allowed during the fiscal year ended September 30, 2007.

During August 2008, the Liquidation Trust authorized a sixth interim Distribution, of 1.65% of the Allowed amount of Impaired Claims, to holders of Beneficial Interests. Distributions authorized during the fiscal year ended September 30, 2008 totaled $11.7 million, primarily representing the sixth interim Distribution for holders of $712.4 million of Allowed Impaired Claims, as well as Distributions payable at the previous cumulative rate of 10.2911% to holders of $0.6 million of Impaired Claims newly allowed during the fiscal year ended September 30, 2008.

As of September 30, 2008, total authorized Distributions to holders of Allowed Impaired Claims in Classes 4A and 4B aggregated $83.3 million. No Distributions have been made to holders of Allowed Impaired Claims in Class 5, as a result of certain subordination provisions enforced in the Plan.

These Distribution rates do not imply anything about future Distributions. The timing and amount of any future Distributions, including a final Distribution for which the Liquidation Trust expects to request authorization from the Bankruptcy Court in early calendar year 2009, is subject to the Liquidation Trust accumulating additional available cash, as the Liquidation Trust resolves the remaining Claims filed against it, collects amounts which may be due to it pursuant to various pending matters and litigation, and obtains authorization from the Bankruptcy Court to reduce or eliminate the $3.0 million minimum reserve established under the Plan to assure adequate liquidity for the Liquidation Trust.

2. Estimated fair value of preference recoveries, net

The Liquidation Trust has pursued a number of actions against former creditors of the Debtors on the basis of preferential payments in the period preceding the Debtors’ bankruptcy filings. The fair value of such actions (the “Preference Receivables”) is estimated by the Liquidation Trust based on its experience and on that of its preference collection counsel. As of September 30, 2008 and September 30, 2007, the Liquidation Trust estimated the value of its Preference Receivables, net of costs of recovery, at $0.2 million, primarily based on the net fair value of one remaining significant action.

In addition to the anticipated proceeds from collection of Preference Receivables, the Liquidation Trust receives preference recoveries of amounts owed under default judgments and under settlements with other entities in bankruptcy, the value of which is uncertain until collected. The related collection fees for the Liquidation Trust’s preference collections counsel likewise can not be estimated prior to such recoveries. Moreover, the Liquidation Trust pays its preference collections counsel contingent fees with respect to waivers of otherwise valid Impaired Claims obtained in the course of preference settlements, because each such waiver eliminates Distribution payments to the holder of the waived Impaired Claim (“Waiver Fees”). Each time the Liquidation Trust authorizes an additional interim Distribution, preference collection counsel is entitled to additional Waiver Fees.

During the fiscal year ended September 30, 2006, the Liquidation Trust increased its estimate of the net fair value of its preference recoveries by $0.1 million, primarily as a result of its collection of $0.3 million owed under default judgments and under settlements with other entities in bankruptcy, partially offset by associated costs of recovery of $0.2 million, including $0.1 million of Waiver Fees related to the fifth Interim Distribution, authorized during December 2005.

During the fiscal year ended September 30, 2007, substantially all of the $0.7 million decrease in the Liquidation Trust’s estimate of the net fair value of its preference recoveries resulted from a decrease in its estimate of the net fair value of Preference Receivables of $0.7 million, primarily based on the Court of Appeals ruling remanding the one remaining significant preference case to the Bankruptcy Court (see Part I, Item 3., “Legal Proceedings”, above).

During the fiscal year ended September 30, 2008, the Liquidation Trust decreased its estimate of the net fair value of its preference recoveries by $0.1 million, primarily as a result of $0.1 million of Waiver Fees related to the Sixth Interim Distribution, authorized during August 2008.

Because the Preference Receivables arise from literally millions of transactions, and because they are being pursued in litigation, it is not possible to confirm the amounts receivable with the vendor defendants. As a result, the Liquidation Trust’s independent registered public accounting firms have not been able to obtain sufficient evidential matter to evaluate the fair value of the Preference Receivables, either by direct confirmation or by other auditing procedures. Therefore, the Reports of Independent Registered Public Accounting Firms on the Liquidation Trust Financial Statements contain a scope limitation with respect to the Preference Receivables. Other estimates contained in the financial statements of the Liquidation Trust were subject to customary audit procedures, as applicable.

3. Estimated costs of liquidation

Substantially all of the day-to-day operations of the Liquidation Trust were terminated during June 2005; however, provision has been made for necessary management oversight and administrative, legal and accounting processes to continue through its expected termination in early calendar year 2009. These final items include resolution of the remaining Disputed Claims and all litigation, a final Distribution, if applicable, and any necessary filings with regulatory authorities and with the Bankruptcy Court.

Based on revised forecasts of operational requirements prior to and associated with the expected termination of the Liquidation Trust, as extended, the remaining Wind-down Reserve was increased by $1.0 million during the fiscal year ended September 30, 2006, both as a result of the remaining obligations of the Liquidation Trust taking longer to complete than expected, and because the estimated cost and applicable term of necessary insurance coverages increased significantly from the Liquidation Trust’s previous estimates. As of September 30, 2007, based on an anticipated 2008 hearing date in the Committee Action, the expected term of the Liquidation Trust was further extended. However, because spending had occurred more slowly than previously planned, and because the expected cost of the Liquidation Trust’s insurance coverages decreased significantly, the necessary increase in the Wind-Down Reserve during the fiscal year ended September 30, 2007 totaled $0.1 million. The Wind-Down Reserve was increased by $0.1 million during the fiscal year ended September 30, 2008 as a result of the remaining obligations of the Liquidation Trust taking longer to complete than expected, somewhat offset by lower spending than planned.

4. Fleet settlement accrual

As of September 30, 2005, the Liquidation Trust maintained the Fleet settlement accrual in the amount of $3.5 million. Following the August 2005 Summary Judgment Decision in the Committee Action (as discussed above in Part 1., Item 3., “Legal Proceedings”), the Liquidation Trust’s liability to Fleet under the terms of the Fleet Stipulation was settled during August 2006, requiring a $4.8 million addition to the Fleet settlement accrual, and the total of $8.3 million paid during September 2006, pursuant to the Fleet Settlement.

5. Other increases

a. Interest income

The Liquidation Trust’s cash investments yielded interest income, which increased net assets in liquidation, totaling $1.1 million, $0.9 million and $0.5 million during the fiscal years ended September 30, 2006, September 30, 2007 and September 30, 2008, respectively. The decreases in interest income for each successive fiscal year primarily related to decreases in the average amount of cash available for investment and significant declines in interest rates.

b. Other

Realization of other miscellaneous assets in excess of their previously estimated net fair value, if any, increased net assets in liquidation by $0.6 million and $0.3 million during the fiscal years ended September 30, 2006 and September 30, 2008, respectively. As of September 30, 2006, the Liquidation Trust recorded a $0.6 million settlement with former counsel to the Debtors in connection with the 1997 Transactions. No value had been assigned to this matter prior to settlement of the associated negotiations. No such events occurred during the fiscal year ended September 30, 2007. During the fiscal year ended September 30, 2008, the Liquidation Trust received a $0.3 million distribution in the liquidation of the Debtors’ former company-owned life insurance policy carrier, related to policies that were surrendered by the Debtors in 2000 in return for their net cash values. No value was assigned to the distribution prior to its receipt, as the timing and amount was not determinable.

B. Cash receipts and disbursements

The following table summarizes cash receipts and disbursements for the periods as indicated:

($ in thousands)

	For the fiscal year ended September 30, 2008			For the fiscal year ended September 30, 2007			For the fiscal year ended September 30, 2006

Cash receipts
Preference collections, before costs of recovery	$	-		$	80		$	257
Committee action collection		-			-			7,000
Other		316			614			34
Interest income		515			911			1,083

Total cash receipts		831			1,605			8,374

Cash disbursements
Operating expenses		287			364			480
Legal and professional fees
Trust operations		293			211			247
Litigation		151			64			359
Preference recoveries		147			26			189
Fleet settlement		-			-			8,250
Reissued/(voided) claims checks, net		9			(4	)		(70	)
Distributions paid		11,337			189			6,845

Total cash disbursements		12,224			850			16,300

Net (decrease)/increase in cash and cash equivalents	$	(11,393	)	$	755		$	(7,926	)

1. Cash receipts

Preference collections have been ongoing since approximately 1,800 preference actions were filed in mid-2001. As a result of the declining number of open preference cases, preference collections during each recent fiscal year have declined substantially. During the fiscal year ended September 30, 2006, preference collections aggregating $0.3 million were received from ten vendors. During the fiscal year ended September 30, 2007, preference collections aggregating $0.1 million were substantially all from a single vendor. There were no preference collections during the year ended September 30, 2008. Except for any proceeds of the single significant remaining preference case, no future preference collections are expected.

Other receipts were not significant during the fiscal year ended September 30, 2006. During the fiscal year ended September 30, 2007, the Liquidation Trust collected a $0.6 million settlement from former counsel to the Debtors in connection with the 1997 Transactions. During the fiscal year ended September 30, 2008, the Liquidation Trust received a distribution of $0.3 million from a former insurer of the Debtors.

Interest income decreased in each successive fiscal year primarily because of decreases in the average amount of cash available for investment and significant declines in interest rates.

2. Operating expenses

The decline in operating expenses from the fiscal year ended September 30, 2006 to the fiscal year ended September 30, 2007 resulted primarily from a decreased level of operations and the associated decrease in employee compensation. The decline in operating expenses from the fiscal year ended September 30, 2007 to the fiscal year ended September 30, 2008 resulted primarily from substantial decreases in the insurance premiums for the Liquidation Trust’s business and liability insurance resulting from a more favorable market for such coverages.

3. Legal and professional fees

Legal and professional fees reflect the activity level in various areas of the Liquidation Trust’s responsibilities.

a. Liquidation Trust operations

Legal fees for Liquidation Trust operations decreased slightly between the year ended September 30, 2006 and the year ended September 30, 2007 as the number and type of open matters declined. During the fiscal year ended September 30, 2008, such fees increased as counsel assisted the Liquidation Trust in resolving the remaining Disputed Claims and in preparing for the Liquidation Trust’s termination.

b. Litigation fees

Litigation fees decreased from $0.4 million during the year ended September 30, 2006 to $0.1 million during the year ended September 30, 2007, because the level of litigation activity declined substantially. During the fiscal year ended September 30, 2006, the Liquidation Trust’s fees related mainly to preparation for the initial appeal brief in the Committee Action and participation in mediations, in addition to a $0.1 million payment to an expert in key matters. During the fiscal year ended September 30, 2007, the Liquidation Trust submitted its appeals brief. During the year ended September 30, 2008, litigation fees increased to $0.2 million because the Liquidation Trust paid litigation counsel a final payment for services with respect to the now concluded Committee Action.

c. Preference recovery fees

The following table details preference collections and the associated fees and expenses for the periods as indicated:

($ in thousands)

	For the fiscal year ended September 30, 2008		For the fiscal year ended September 30, 2007		For the fiscal year ended September 30, 2006


Preference collections	$	-	$	80	$	257

Preference recovery fees
Contingent collection fees	$	143	$	14	$	179
Expenses		4		12		10

Total preference recovery fees	$	147	$	26	$	189

Preference recovery fees were not comparable, as a percentage of total preference collections, from year to year, because of the contingent fee structure for preference collections counsel. The collection fees payable to the Liquidation Trust’s preference collections counsel for most preference settlements are set at a declining rate (generally ranging from 35% to 7% of collections) for larger cases. In addition, as discussed above under III.A.2., “Estimated fair value of preference recoveries, net,” above, the Liquidation Trust pays Waiver Fees each time the Liquidation Trust authorizes an additional interim Distribution.

During the fiscal year ended September 30, 2006, preference recoveries were primarily collections of default judgments and less significant settlements, for which the contingent fees were therefore nearer the higher end of the rate scale. In addition, during the fiscal year ended September 30, 2006, the Liquidation Trust paid Waiver Fees of $0.1 million with respect to the fifth interim Distribution, authorized during December 2005. Most of the amount collected during the fiscal year ended September 30, 2007 related to one case, and, due to its size, resulted in an effective rate in the middle of the rate scale. During the fiscal year ended September 30, 2008, the Liquidation Trust paid Waiver Fees of $0.1 million with respect to the sixth interim Distribution, authorized during August 2008.

4. Fleet settlement

During the fiscal year ended September 30, 2006, the Liquidation Trust paid the $8.3 million Fleet Settlement, discussed above in “Changes in Net Assets in Liquidation.”

5. Distributions paid

Distributions paid depend primarily on the amount of Allowed Impaired Claims, including Claims newly allowed, and on the Distributions authorized from time to time. The fifth interim Distribution, authorized during November 2005, was paid during December 2005 at a rate of 1.1911% (excluding the Kmart General Unsecured Claim of $150.0 million pursuant to the Plan, because this Distribution resulted from the $7.0 million proceeds of the Committee Action settlement). No new interim Distribution was authorized or paid during the year ended September 30, 2007. The sixth interim Distribution was authorized and paid during August 2008 at a rate of 1.65%. As described above, Impaired Claims newly allowed during each period became eligible for payment at the then cumulative Distribution rate.

C. Cash and selected contingency and other reserves

1. Cash and cash equivalents

The Liquidation Trust’s cash and cash equivalents balance decreased by $11.4 million, from $19.5 million as of September 30, 2007 to $8.1 million as of September 30, 2008. The decrease resulted primarily from payment of the sixth interim Distribution.

The Liquidation Trust’s cash and cash equivalents balance is classified as either (a) Designated as Available for Distribution to Holders of Impaired Claims (“Available Cash”), (b) Reserved or (c) Other. Under the terms of the Plan, the Liquidation Trust is not required to segregate funds for reserves.

a. Available Cash is designated to assure the availability of funds for payment to holders of Impaired Claims who have not received authorized Distributions. Available Cash has two components: Distributions payable, and the Impaired Claims Reserve. The required amount of Available Cash of $2.7 million as of September 30, 2007 was based primarily on the Impaired Claims Reserve of $2.3 million, at the cumulative Distribution rate of 10.2911%, for $23.1 million of Disputed Impaired Claims (at their estimated value for reserve purposes), as well as Distributions payable of $0.4 million, consisting of unpaid Distributions to holders of Allowed Impaired Claims who have not met all the requirements for a Distribution, or have not cashed a Distribution check and therefore have not been paid subsequent Distributions, in accordance with the Plan. The required amount of Available Cash of $1.8 million as of September 30, 2008 was based primarily on the Impaired Claims Reserve of $1.0 million, at the cumulative Distribution rate of 11.9411%, for $8.3 million of Disputed Impaired Claims (at their estimated value for reserve purposes), as well as Distributions payable of $0.8 million.

The value of Disputed Impaired Claims, for the purpose of establishing adequate reserves, was estimated by the Liquidation Trust and approved by the Bankruptcy Court in an order establishing the amounts of Disputed Claims Reserves. As of September 30, 2007 and September 30, 2008, the asserted value of Disputed Impaired Claims was $22.7 million and $8.1 million, respectively. During the fiscal year ended September 30, 2008, the Liquidation Trust reduced the amount of asserted Disputed Impaired Claims outstanding by $14.6 million, primarily by resolving a Disputed Impaired Claim asserted and reserved at $14.4 million for an amount approximating its estimated value of $0.6 million. The $1.4 million thereby released from the Impaired Claims Reserve increased Other Cash (see below) during the year ended September 30, 2008.

During November 2008, the Liquidation Trust notified holders of Allowed Impaired Claims who had not met all the requirements for a Distribution, generally by not providing their taxpayer identification number (the “TIN Motion and Order”), or who had not cashed a Distribution check and therefore have not been paid subsequent Distributions (the “Unclaimed Property Notice”) (collectively, the “Notices”) that, in accordance with the terms of the Plan, they forfeited their interest in past Distributions, making the unclaimed funds available to the Liquidation Trust and, ultimately, for distribution to the remaining holders of Beneficial Interests.

Distributions payable totaling $0.8 million and uncashed checks totaling $0.4 million as of September 30, 2008 were included in the Notices. As of December 23, 2008, the amount of unclaimed funds had been reduced to a total of $0.8 million based on responses to the Notices. No assurance can be given as to the ultimate availability of unclaimed funds for distribution to the remaining holders of Beneficial Interests.

b. Reserved Cash is held by the Liquidation Trust to assure payment of the Liquidation Trust’s obligations. Under the terms of the Plan, Reserved Cash is intended to provide for (a) operating expenses of the Liquidation Trust, (b) estimated payments to holders of Allowed Unimpaired and Convenience Claims in accordance with the Plan, and (c) payments which may become necessary if and as Disputed Unimpaired Claims become allowed, or if certain specific contingencies should occur. Reserved Cash decreased by $4.7 million from September 30, 2007 to September 30, 2008, to a balance of $6.0 million, primarily as a result of (i) disbursements totaling $0.7 million from the Wind-down Reserve and the Litigation Reserve and (ii) the Liquidation Trust releasing the $4.0 million litigation appeals provision to Other Cash. The litigation appeals provision as of September 30, 2007 represented a contingency reserve to allow the Liquidation Trust to pursue or defend a future trial and appeals of the Committee Action. When the Liquidation Trustee determined that the Liquidation Trust would not pursue the Committee Action further, the litigation appeals provision was released.

c. Other Cash decreased by $5.8 million from the September 30, 2007 balance of $6.1 million to a balance of $0.3 million as of September 30, 2008, primarily as a result of the Liquidation Trust’s payment of $11.3 million with respect to the sixth interim Distribution, partially offset by the $4.0 million released from Reserved Cash and the $1.4 million released from Available Cash during the year ended September 30, 2008.

2. Significant contingency reserves

The estimated amounts of the operating expenses of the Liquidation Trust, as well as estimated payments to holders of Allowed Unimpaired and Convenience Claims in accordance with the Plan, are recorded as liabilities in the Statements of Net Assets in Liquidation. Certain other reserves represent contingencies that are not deemed probable of actual payment in the opinion of the Liquidation Trustee, and therefore are not recorded as liabilities in the accompanying Statements of Net Assets in Liquidation. These reserves do not currently, but could ultimately, reduce the Liquidation Trust’s net assets in liquidation. Such reserves currently reduce the availability of cash for Distributions to holders of Beneficial Interests. Significant contingency reserves as of September 30, 2008 include the minimum reserve and the Excess Disputed Unimpaired Claims Reserve.

a. Minimum reserve

The minimum reserve, established in the amount of $3.0 million pursuant to the Plan and intended to assure adequate liquidity for the Liquidation Trust, is to be maintained, subject to reduction by an order of the Bankruptcy Court, until the Liquidation Trust makes a final Distribution, if any, or is otherwise terminated.

b. Excess Disputed Unimpaired Claims Reserves

The value of Disputed Claims, for the purpose of establishing adequate reserves, was estimated by the Liquidation Trust and approved by the Bankruptcy Court in an order establishing the amounts of Disputed Claims Reserves (the "Claims Reserves"). The Excess Disputed Unimpaired Claims Reserve balance of $0.3 million as of September 30, 2008 and September 30, 2007 represented the reserved value of Disputed Unimpaired Claims in excess of the amount the Liquidation Trust expected to pay with respect to such Claims. Although the Liquidation Trust expects that the three remaining Disputed Unimpaired Claims will be waived, until the Claims are resolved, the Excess Disputed Unimpaired Claims Reserve is maintained with respect to each such Claim in accordance with the Bankruptcy Court order establishing the Claims Reserves.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As the Liquidation Trust’s investment activities are limited by the terms of the Plan and the Bankruptcy Code, the disclosures of Item 305 of Regulation S-K with regard to Market Risk are not applicable, and therefore are omitted.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary financial data required by this Item 8 are set forth in Part IV, Item 15. of this Form 10-K. Any information which has been omitted is either inapplicable or not required.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Changes in Registrant’s Certifying Accountant

(a) Dismissal of Kaiser Scherer & Schlegel, PLLC

On April 16, 2007, the Liquidation Trustee dismissed Kaiser Scherer & Schlegel, PLLC (“KSS”), as the Liquidation Trust’s independent registered public accounting firm. In accordance with the procedures set forth in the Plan, approval of the dismissal was obtained from the Committee.

The principal accountant reports of KSS as to the Liquidation Trust’s financial statements as of September 30, 2006 and September 30, 2005 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles except for the following:

“We were unable to confirm preference receivables aggregating $0.853 million as of September 30, 2006 and $0.869 million as of September 30, 2005 with the parties subject to such claims, and we were unable to satisfy ourselves about the fair value of, and changes in estimates relating to, preference receivables through alternative procedures.”

During the Liquidation Trust’s fiscal years ended September 30, 2006 and September 30, 2005 and the subsequent interim period through April 15, 2007, there were (i) no disagreements between the Liquidation Trust and KSS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of KSS, would have caused KSS to make reference to the subject matter of the disagreements in connection with its reports, and (ii) no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

(b) Appointment of Reznick Group, P.C.

On April 16, 2007, the Liquidation Trustee engaged Reznick Group, P.C. (“Reznick”) as the Liquidation Trust’s independent registered public accounting firm. In accordance with the procedures set forth in the Plan, approval of the appointment was obtained from the Committee.

Prior to the engagement of Reznick by the Liquidation Trust, the Liquidation Trust did not consult with Reznick on any matter that (1) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Liquidation Trust’s financial statements, or (2) was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). Prior to its engagement, Reznick did not provide any written or oral advice to the Liquidation Trust as to any accounting, auditing or financial reporting issues.

Item 9A. Controls and Procedures

Not applicable.

Item 9A(T). Controls and Procedures

Disclosure Controls and Procedures

The Liquidation Trust has designed and maintains disclosure controls and procedures to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and regulations. These controls and procedures are also designed to ensure that such information is communicated to the Liquidation Trustee, to allow him to make timely decisions about required disclosures.

The Liquidation Trust, including the Liquidation Trustee, has conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 and 15d-15. Based on that evaluation, the Liquidation Trustee concluded that the Liquidation Trust’s disclosure controls and procedures are effective as of September 30, 2008.

Internal Control over Financial Reporting

(a) Annual Report on Internal Control over Financial Reporting

The Liquidation Trust, including the Liquidation Trustee, is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Liquidation Trust, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the receipts and expenditures of the Liquidation Trust are being made only in accordance with the authorizations of the Liquidation Trustee, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements of the Liquidation Trust.

The Liquidation Trust, including the Liquidation Trustee, assessed the Liquidation Trust’s internal control over financial reporting as of September 30, 2008, the end of the Liquidation Trust’s fiscal year. The Liquidation Trust and the Liquidation Trustee based this assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Liquidation Trust and the Liquidation Trustee’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and the Liquidation Trust’s overall control environment.

Based on this assessment, the Liquidation Trust and the Liquidation Trustee concluded that the Liquidation Trust’s internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

This annual report does not include an attestation report of the Liquidation Trust’s registered public accounting firm regarding internal control over financial reporting. The report of the Liquidation Trust and the Liquidation Trustee was not subject to attestation by the Liquidation Trust’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Liquidation Trust to provide only its report in this annual report.

(b) Changes in Internal Control Over Financial Reporting

There has been no change in the Liquidation Trust’s internal control over financial reporting that occurred during the Liquidation Trust’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Liquidation Trust’s internal control over financial reporting.

The remaining responsibilities of the Liquidation Trust no longer require the full-time attention of the Liquidation Trustee or of Liquidation Trust employees. Consequently, in conjunction with the termination of most of the day-to-day activities of the Liquidation Trust, all employees, including the Liquidation Trustee, were released from full-time employment by the Liquidation Trust in June 2005. The Liquidation Trustee and one other employee are performing necessary management, accounting and reporting functions on a part-time basis, with periodic assistance from other former employees. While the Liquidation Trustee believes that these individuals will consistently make themselves available as needed to perform their assigned responsibilities, including functions related to internal control over financial reporting, there can be no assurance that this availability will continue. As a result, there may be future deficiencies in internal accounting controls related to a lack of segregation of duties.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Conrad F. Hocking, the Liquidation Trustee, age 55, was employed by Hechinger for over 30 years and has served as the Liquidation Trustee since the inception of the Liquidation Trust. Prior thereto, Mr. Hocking served as Chief Executive Officer and Chief Financial Officer of Hechinger since May 2000. Mr. Hocking holds a Bachelor of Science degree from George Mason University. Mr. Hocking’s principal business address is 405 East Gude Drive, Suite 206, Rockville, Maryland 20850.

The Liquidation Trust does not have directors or executive officers. All of the management and executive authority over the Liquidation Trust resides in the Liquidation Trustee, who has the full right, power and discretion to manage the Liquidation Trust. The Liquidation Trust Agreement prescribes the following material duties and powers of the Liquidation Trustee:

	•		Exercising all power and authority which could have been exercised by any officer, director or shareholder of the Debtors;

	•		Collecting and liquidating all assets, including pursuing, prosecuting or settling all litigation and other claims of the Liquidation Trust against third parties;

	•		Objecting to claims against the Debtors and defending, compromising or settling such claims;

	•		Making Distributions or payments to holders of Allowed Claims; and

	•		Assuring compliance of the Liquidation Trust in matters such as maintaining books and records, determining and paying for applicable insurance, entering into agreements and signing documents, filing tax returns, and taking all other actions, consistent with the Plan, which the Liquidation Trustee deems necessary or desirable with respect to administering the Plan.

The Liquidation Trust has no Board of Directors, no Audit Committee, and no director serving as a designated financial expert, as the Liquidation Trust is a limited-purpose entity with a narrowly specified purpose, limited life, and minimal staffing. The actions of the Liquidation Trustee are prescribed by the Liquidation Trust Agreement, and circumscribed by the requirements of the Bankruptcy Code and of the Plan. The Liquidation Trustee periodically reports to the Committee as to the status of all material litigation and Claims objections and all other material matters affecting the Liquidation Trust. Additionally, the Liquidation Trustee provides written notice to the Committee prior to taking any action regarding the following matters:

	•		Settlements for which the Bankruptcy Court had previously required approval by the Official Committee of Unsecured Creditors (i.e., based upon the significance and type of Claim);

	•		Distributions or payments to holders of Allowed Claims;

	•		Engaging and compensating consultants, agents, employees and all professional persons, other than those already approved by the Bankruptcy Court; and

	•		All other material matters and decisions.

A proposed action is deemed approved by the Committee unless the Liquidation Trustee receives objections from a majority of the members of the Committee within ten days after written notice is provided to the Committee. In the event of an objection by the Committee which cannot be resolved consensually, the matter will be resolved by the Bankruptcy Court, pursuant to the terms of the Plan and the Liquidation Trust Agreement.

The Bankruptcy Court continues to maintain jurisdiction over the Liquidation Trust in all significant matters, such as:

	•		Protecting the property of the Liquidation Trust from interference, authorizing sales of assets and approving Distributions or payments to holders of Allowed Claims; and

	•		Taking any other action to enforce and execute the Plan.

The Liquidation Trustee and all Liquidation Trust employees have executed the Liquidation Trust Code of Ethics.

Item 11. Executive Compensation

The Liquidation Trustee is employed on a part-time basis at the rate of $190 per hour. During the fiscal year ended September 30, 2008, salary payments to the Liquidation Trustee totaled $32,570. The Liquidation Trustee is not eligible for any incentive compensation, equity compensation, or other benefits.

The Liquidation Trustee is reimbursed for all documented actual, reasonable and necessary out-of-pocket expenses incurred in the performance of his duties; during the fiscal year ended September 30, 2008, reimbursements for such expenses, which are subject to Committee review, totaled $2,866, primarily for supplies purchased for the Liquidation Trust’s office.

Item 12. Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The Liquidation Trust does not have any securities that vote for the election of the Liquidation Trustee and, consequently, does not have any “voting securities” within the meaning of the Exchange Act of 1934, as amended, and the regulations thereunder applicable to the disclosure of 5% holders of voting securities. The Liquidation Trustee is not a beneficial owner of any Beneficial Interests. The Liquidation Trustee has no knowledge of any arrangements which may result in a change of control of the Liquidation Trust.

Item 13. Certain Relationships and Related Transactions and Director Independence

None. The Liquidation Trust has no Board of Directors. The entities serving as members of the Committee are holders of significant Beneficial Interests and are therefore not independent with respect to the Liquidation Trust.

Item 14. Principal Accounting Fees and Services

Fees paid to the Liquidation Trust’s principal accounting firms during the periods as indicated were:

($ in thousands)

	For the fiscal year		For the fiscal year		For the fiscal year
	ended		ended		ended
	September 30, 2008		September 30, 2007		September 30, 2006

Current principal accounting firm
Audit services	$	73	$	28	$	-
Tax services		14		6		-
Total	$	87	$	34	$	-

Predecessor principal accounting firm
Audit services	$	2	$	35	$	52
Tax services		-		-		8
Total	$	2	$	35	$	60

The Liquidation Trust has no Audit Committee; therefore, the related pre-approval policies and procedures are not applicable. Tax services performed for the Liquidation Trust relate to preparation of the Liquidation Trust’s tax returns and related professional services.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Financial Statements

Financial Statements as of September 30, 2008 and September 30, 2007, and for the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006

Table of Contents		Page

Reports of Independent Registered Public Accounting Firms		F-1
Statements of Net Assets in Liquidation		F-3
Statements of Changes in Net Assets in Liquidation		F-4
Statements of Cash Receipts and Disbursements		F-5
Notes to Financial Statements		F-6

Financial Statement Schedules

Financial statement schedules are either not applicable or the required information has been provided in the financial statements or the notes thereto, filed herewith under Item 15.

Exhibits

The following exhibits are filed with this Form 10-K:

Exhibit
No.	Note	Description
2.1	(1)	Disclosure Statement for First Amended Consolidated Plan of Liquidation under Chapter 11 of the United States Bankruptcy Code, dated August 14, 2001, including as its Exhibit A, the Revised First Amended Consolidated Plan of Liquidation.

4.1	(1)	Hechinger Liquidation Trust Agreement, dated as of October 23, 2001, by and among Hechinger Investment Company of Delaware, Inc., et al., The Official Committee of Unsecured Creditors of Hechinger Investment Company of Delaware, Inc., et al. and Conrad F. Hocking, as the Liquidation Trustee.

14.1	(2)	Code of Ethics.

31.1	(6)	Certification by Liquidation Trustee.

32.1	(6)	Liquidation Trustee’s Certification Pursuant to 18 U.S.C. Section 1350.

99.1	(1)	Order Confirming First Amended Consolidated Plan of Liquidation.

99.2	(1)	Motion of the Hechinger Liquidation Trust for an Order Establishing Amounts of Disputed Claim Reserves under the First Amended Consolidated Plan of Liquidation of the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code, and associated exhibits.

99.3	(1)	Order Allowing the Motion of the Hechinger Liquidation Trust Establishing Amounts of Disputed Claims Reserve.

99.4	(1)	Stipulation between the Liquidation Trust and Fleet Retail Finance Inc., dated August 9, 2002.

99.5	(2)	Notice of the Liquidation Trust of Second Interim Distribution to Classes 4A and 4B.

99.6	(3)	Notice of the Liquidation Trust of Third Interim Distribution to Classes 4A and 4B.

99.7	(4)	Notice of the Liquidation Trust of Fourth Interim Distribution to Classes 4A and 4B.

99.8	(4)	Notice of the Liquidation Trust of Fifth Interim Distribution to Classes 4A and 4B.

99.9	(5)	Notice of the Liquidation Trust of Sixth Interim Distribution to Classes 4A and 4B.

(1)	Incorporated herein by reference to the Liquidation Trust’s Form 10 Filing dated January 28, 2003.

(2)	Incorporated herein by reference to the Liquidation Trust’s Form 10-K Filing for the period ended September 30, 2003.

(3)	Incorporated herein by reference to the Liquidation Trust’s Form 10-K Filing for the period ended September 30, 2004.

(4)	Incorporated herein by reference to the Liquidation Trust’s Form 10-K Filing for the period ended September 30, 2005.

(5)	Incorporated herein by reference to the Liquidation Trust’s Form 10-Q Filing for the period ended June 30, 2008.

(6)	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HECHINGER LIQUIDATION TRUST

Date: December 29, 2008	By:	/s/ Conrad F. Hocking
	Name: Conrad F. Hocking Title: Liquidation Trustee

Index to Financial Statements

Hechinger Liquidation Trust

Financial Statements as of September 30, 2008 and September 30, 2007, and for the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006

Table of Contents		Page

Reports of Independent Registered Public Accounting Firms		F-1
Statements of Net Assets in Liquidation		F-3
Statements of Changes in Net Assets in Liquidation		F-4
Statements of Cash Receipts and Disbursements		F-5
Notes to Financial Statements		F-6

Report of Independent Registered Public Accounting Firm

We have audited the statements of net assets in liquidation of Hechinger Liquidation Trust (“the Liquidation Trust” or the “Company”) as of September 30, 2008 and September 30, 2007, and the related statements of changes in net assets in liquidation and cash receipts and disbursements for the years then ended. The financial statements are the responsibility of the Liquidation Trustee of the Liquidation Trust. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Hechinger Liquidation Trust for the year ended September 30, 2006 were audited by other auditors whose report dated December 27, 2006, expressed a qualified opinion on those statements.

Except as discussed in the following paragraph, we conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Liquidation Trustee, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were unable to confirm preference receivables aggregating $0.21 million as of September 30, 2008 and September 30, 2007 with the party subject to such claim, and we were unable to satisfy ourselves about the fair value of, and changes in estimates relating to, preference receivables through alternative procedures.

As described in Note 1, these financial statements have been prepared on the liquidation basis of accounting.

In our opinion, except for the effects of such adjustments, if any, as might have been determined to be necessary to the financial statements had we been able to examine evidence supporting the fair value of preference receivables, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of the Liquidation Trust as of September 30, 2008 and September 30, 2007, and the changes in net assets in liquidation and cash receipts and disbursements for the years then ended, in conformity with accounting principles generally accepted in the United States of America, applied on the basis described in the preceding paragraph.

As described in Note 1, preparation of the financial statements on the liquidation basis of accounting requires that management make a number of assumptions including those regarding the resolution of disputed claims and the estimated costs of liquidation. There may be differences between the assumptions and the actual results because events and circumstances frequently do not occur as expected. Those differences, if any, could result in a change in claims payable, estimated costs of liquidation, and net assets recorded in the accompanying statements of net assets in liquidation.

/s/ Reznick Group, P.C.

Vienna, Virginia

December 27, 2008

F-1

Report of Independent Registered Public Accounting Firm

We have audited the Statement of Changes in Net Assets in Liquidation and Statement of Cash Receipts and Disbursements for the fiscal year ended September 30, 2006. The financial statements are the responsibility of the Liquidation Trustee of the Liquidation Trust. Our responsibility is to express an opinion on these financial statements based on our audit.

Except as discussed in the following paragraph, we conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Liquidation Trustee, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We were unable to confirm preference receivables aggregating $0.853 million as of September 30, 2006 with the parties subject to such claims, and we were unable to satisfy ourselves about the fair value of, and changes in estimates relating to, preference receivables through alternative procedures.

As described in Note 1, these financial statements have been prepared on the liquidation basis of accounting.

In our opinion, except for the effects of such adjustments, if any, as might have been determined to be necessary to the financial statements had we been able to examine evidence supporting the fair value of preference receivables, the financial statements referred to above present fairly, in all material respects, the Changes in Net Assets in Liquidation and Cash Receipts and Disbursements of the Liquidation Trust for the fiscal year ended September 30, 2006, in conformity with U. S. generally accepted accounting principles, applied on the basis described in the preceding paragraph.

As described in Note 1, preparation of the financial statements on the liquidation basis of accounting requires that management make a number of assumptions including those regarding the resolution of disputed claims and the estimated costs of liquidation. There may be differences between the assumptions and the actual results because events and circumstances frequently do not occur as expected. Those differences, if any, could result in a change in claims payable, estimated costs of liquidation, and net assets that would affect amounts recorded in the Statement of Changes in Net Assets in Liquidation.

/s/ Kaiser, Scherer & Schlegel, PLLC

McLean, Virginia

December 27, 2006

F-2

Hechinger Liquidation Trust

Statements of Net Assets in Liquidation

($ in thousands)

	As of		As of
	September 30, 2008		September 30, 2007
Assets
Cash and cash equivalents
Designated as available for distribution to holders of impaired claims	$	1,818	$	2,681
Reserved		5,972		10,661
Other		295		6,136

Total cash and cash equivalents		8,085		19,478

Preference receivables (net of costs of recovery of $54 and $53, respectively)		211		210
Other assets		37		2

Total assets		8,333		19,690

Liabilities
Unimpaired and convenience claims payable		1,337		1,337
Uncashed claims checks		426		435
Distributions payable		825		421
Estimated costs of liquidation
Wind-down reserve		757		1,210
Litigation reserve		152		307

Total liabilities		3,497		3,710

Net Assets in Liquidation	$	4,836	$	15,980

See accompanying notes to financial statements.

F-3

Hechinger Liquidation Trust

Statements of Changes in Net Assets in Liquidation

($ in thousands)

	For the fiscal year			For the fiscal year			For the fiscal year
	ended			ended			ended
	September 30, 2008			September 30, 2007			September 30, 2006

Increase/(decrease) in Net Assets in Liquidation
(Decrease)/increase in estimated fair value of preference recoveries, net	$	(146	)	$	(666	)	$	119
(Increase) in estimated costs of liquidation		(123	)		(103	)		(973	)
Fleet settlement accrual		-			-			(4,750	)
Interest income		515			911			1,083
Other increases		317			20			638

Net increase/(decrease) in Net Assets in Liquidation before distributions authorized		563			162			(3,883	)

Distributions authorized		(11,707	)		(187	)		(6,977	)

Net decrease in Net Assets in Liquidation after distributions authorized		(11,144	)		(25	)		(10,860	)

Net Assets in Liquidation at beginning of year		15,980			16,005			26,865

Net Assets in Liquidation at end of year	$	4,836		$	15,980		$	16,005

See accompanying notes to financial statements.

F-4

Hechinger Liquidation Trust

Statements of Cash Receipts and Disbursements

($ in thousands)

	For the fiscal year			For the fiscal year			For the fiscal year
	ended			ended			ended
	September 30, 2008			September 30, 2007			September 30, 2006
Cash receipts
Preference collections, before costs of recovery	$	-		$	80		$	257
Collection of committee action settlement		-			-			7,000
Other receipts		316			614			34
Interest income		515			911			1,083
Total cash receipts		831			1,605			8,374

Cash disbursements
Operating expenses		287			364			480
Legal and professional fees
Liquidation Trust operations		293			211			247
Litigation		151			64			359
Preference recoveries		147			26			189
Fleet settlement		-			-			8,250
Reissued/(voided) claims checks, net		9			(4	)		(70	)
Total cash disbursements before distributions paid		887			661			9,455
(Decrease)/increase in cash and cash equivalents before distributions paid		(56	)		944			(1,081	)

Distributions paid		(11,337	)		(189	)		(6,845	)

(Decrease)/increase in cash and cash equivalents		(11,393	)		755			(7,926	)

Cash and cash equivalents at beginning of year		19,478			18,723			26,649

Cash and cash equivalents at end of year	$	8,085		$	19,478		$	18,723

See accompanying notes to financial statements.

F-5

Hechinger Liquidation Trust

Notes to Financial Statements

1. Background and Basis of Presentation

Background

Hechinger Liquidation Trust (the “Liquidation Trust”) was established effective October 26, 2001 (the “Effective Date”) in accordance with the Revised First Amended Consolidated Plan of Liquidation (the “Plan”) for Hechinger Investment Company of Delaware, Inc. and its affiliates (the “Debtors”), which had filed for bankruptcy under Chapter 11, Title 11 of the United States Code (the “Bankruptcy Code”). The Plan was confirmed by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) by an order dated October 5, 2001. The Liquidation Trust is governed under the terms of a Liquidation Trust Agreement.

The Liquidation Trust has no authority to engage in any trade or business. The purpose of the Liquidation Trust is to (i) liquidate any and all remaining assets of the Debtors; (ii) pursue causes of action assigned to the Liquidation Trust, including preference, fraudulent conveyance and other avoidance actions; (iii) resolve, either consensually or through litigation, all disputed claims asserted against the Debtors (“Disputed Claims”), pursuant to the Plan; and (iv) make all distributions required under the Plan (“Distributions”), and payments to holders of claims allowed under the terms of the Plan (“Allowed Claims” and, together with the Disputed Claims, the “Claims”). The Liquidation Trust will terminate upon the earlier of (a) the fulfillment of its purpose by the liquidation of all of its assets and the distribution of the proceeds of the liquidation thereof in accordance with the Plan, or (b) by March 31, 2009, unless the Bankruptcy Court approves a further extension of the term.

Pursuant to the Bankruptcy Code, certain types of Allowed Claims will be paid in full under the Plan. Such Claims are therefore referred to as “Unimpaired Claims.” The Plan defines which types of Claims are paid in full.

The Liquidation Trust exists primarily for the benefit of the majority of claimants who will not be repaid in full for the amounts the Debtors owed them as of the bankruptcy filing. These Claims are referred to as “Impaired Claims” because the rights of the claimants have been impaired by the Debtors’ bankruptcy. Each holder of an Allowed Claim in the Plan’s Class 4A (Senior Unsecured Claims), Class 4B (General Unsecured Claims), and Class 5 (Subordinated Debentures Claims) (each a “Class”) is deemed to hold a pro rata beneficial interest (the “Beneficial Interests”) in the Liquidation Trust based upon the amount of their Allowed Impaired Claim as compared to the total amount of all Impaired Claims ultimately Allowed. When and to the extent Disputed Impaired Claims become Allowed Impaired Claims, holders of such Claims become holders of Beneficial Interests in accordance with the Plan.

The holders of Beneficial Interests receive all remaining net proceeds of the Liquidation Trust, if any, after the expenses and all creditors of the Liquidation Trust, including Allowed Unimpaired and Convenience Claims (certain small Claims to be paid at 7.5% of their Allowed amounts in accordance with the Plan) are paid, and all contingencies are resolved. Holders of each Class of Beneficial Interests (i.e., each Class of Impaired Claims) have the same rights, except with respect to payment of Distributions (see Note 10). Through September 30, 2008, the Liquidation Trust has authorized Distributions to holders of Beneficial Interests (i.e., to holders of Allowed Impaired Claims) of 11.9411% of the Allowed amount of the Impaired Claims, and established a reserve of 11.9411% of the estimated amount of Disputed Impaired Claims, based on the estimated amount of such Claims approved by the Bankruptcy Court for reserve purposes (the “Disputed Impaired Claims Reserve”).

F-6

Basis of Presentation

The Liquidation Trust’s financial statements have been prepared using the liquidation basis of accounting. Under this method of accounting, the Statements of Net Assets in Liquidation reflect all assets and liabilities, including the projected total cost of liquidating the assets and winding down the affairs of the Liquidation Trust, at estimated fair value. Unimpaired Claims, to be paid in full, are reflected in the Statements of Net Assets in Liquidation as liabilities at estimated aggregate settlement amounts. The unpaid amount of the authorized Distributions to holders of Allowed Impaired Claims is also reflected as a liability. In addition, liabilities include loss contingency accruals for any losses considered probable and estimable. The Statements of Changes in Net Assets in Liquidation primarily reflect authorized Distributions to holders of Beneficial Interests and changes in the estimated fair value of the Liquidation Trust’s assets and liabilities, including changes resulting from significant events in, or the resolution of, litigation pursued by the Liquidation Trust. The Liquidation Trust’s fiscal year ends on September 30.

The amounts shown in this document are rounded and are therefore approximate.

2. Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Liquidation Trustee to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results are likely to differ from those estimates and those differences may be significant.

Cash and Cash Equivalents

The Liquidation Trust considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Liquidation Trust holds substantially all cash balances in operating and investment accounts in excess of federally insured limits. Cash is classified as: Designated as Available for Distribution to Holders of Impaired Claims, Reserved and Other (see Note 3).

Taxes

The Liquidation Trust is intended to qualify as a liquidating trust for federal income tax purposes, and therefore should be taxable as a grantor trust. The holders of Beneficial Interests are treated as grantors; accordingly, their pro rata share of all items of income, gain, loss, deduction and credit is included in the income tax returns of the holders of Beneficial Interests.

The Liquidation Trust incurs no taxable income or gain on its own behalf; therefore, no tax provision is recorded in the financial statements of the Liquidation Trust.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements; rather, SFAS 157 is applied under other accounting pronouncements that require or permit fair value measurements. Substantially all of the assets and liabilities of the Liquidation Trust are accounted for at their fair value under the liquidation basis of accounting. SFAS 157 becomes effective for fiscal years beginning after November 15, 2007, and will therefore be effective for the Liquidation Trust for the fiscal year beginning October 1, 2008. The adoption of SFAS 157 in fiscal 2008 is not expected to have a material impact on the financial condition of the Liquidation Trust.

F-7

3. Cash

Cash is invested in highly liquid investments with a maturity of three months or less, and in accordance with Section 345 of the Bankruptcy Code or as otherwise permitted by order of the Bankruptcy Court. Under the terms of the Plan, the Liquidation Trust is not required to segregate funds for reserves (see Note 9).

Cash Designated as Available for Distribution to Holders of Impaired Claims (“Available Cash”) is designated solely to assure the availability of funds for payment to holders of Impaired Claims who have not received their Distributions (see Notes 7 and 10).

Available Cash consists of:

($ in thousands)

	As of		As of
	September 30, 2008		September 30, 2007

Distributions payable	$	825	$	421
Reserve for remaining disputed impaired claims at 11.9411% and 10.2911%, respectively		993		2,260
Total available cash	$	1,818	$	2,681

During November 2008, the Liquidation Trust notified holders of Allowed Impaired Claims who had not met all the requirements for a Distribution, generally by not providing their taxpayer identification number, or who had not cashed a Distribution check and therefore have not been paid subsequent Distributions that, in accordance with the terms of the Plan, they forfeited their interest in past Distributions, making the unclaimed funds available to the Liquidation Trust and, ultimately, for distribution to the remaining holders of Beneficial Interests. (See Note 13.)

Reserved Cash is held by the Liquidation Trust to assure payment of the Liquidation Trust’s obligations in accordance with the Plan. Under the terms of the Plan, Reserved Cash is intended to provide for (a) operating expenses of the Liquidation Trust, (b) estimated payments to holders of Allowed Unimpaired and Convenience Claims in accordance with the Plan, and (c) payments which may become necessary if and as Disputed Unimpaired Claims become Allowed, or if certain contingencies should occur. See Note 9 for details of specific reserves and their related amounts.

Other Cash is cash and cash equivalents not designated to a specific reserve or fund.

4. Preference Receivables

Pursuant to the Bankruptcy Code, a debtor may seek to recover, through adversary proceedings in the bankruptcy court, certain transfers of the debtor’s property, including payments of cash, made during the 90 days immediately prior to the commencement of the bankruptcy case. Although there are certain defenses to such recoveries, the Bankruptcy Code’s preference statute can be very broad in its application because it allows the debtor to recover payments regardless of whether there was any impropriety in such payments.

The recoverable preferential payments (the “Preference Receivables”) are reflected in the accompanying Statements of Net Assets in Liquidation at their estimated fair value, net of estimated costs of recovery. As of September 30, 2008 and September 30, 2007, Preference Receivables consisted mainly of one remaining significant action. During June 2005, the Bankruptcy Court awarded the Liquidation Trust $1.0 million in this action. During March 2006, the District Court upheld the Bankruptcy Court ruling in its entirety. The defendant appealed the affirmation by the District Court to the Court of Appeals. During June 2007, the Court of Appeals remanded the case to the District Court, with instructions to remand to the Bankruptcy Court for specific findings. Pursuant to the Bankruptcy Court’s scheduling order, both parties filed briefings by February 2008. The Bankruptcy Court may decide the case or schedule further proceedings, up to and including a trial, at its discretion. The Liquidation Trust and its counsel intend to vigorously pursue collection of the original judgment. The Liquidation Trust’s current estimate of the fair value of preference receivables is primarily based on the content of the Court of Appeals ruling and on the status of negotiations with the defendant in this action.

F-8

During the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006, respectively, the Liquidation Trust collected $0.0 million, $0.1 million and $0.3 million in preference recoveries, and paid $0.1 million, $0.0 million, and $0.2 million in fees and expenses associated with such recoveries. Preference fees paid during the fiscal year ended September 30, 2008, and a portion of preference fees paid during the fiscal year ended September 30, 2006, relate to waivers of otherwise valid Impaired Claims obtained in the course of preference settlements (“Waiver Fees.”)

The estimated net fair value of preference recoveries decreased by $0.1 million during the fiscal year ended September 30, 2008, primarily as a result of Waiver Fees, and by $0.7 million during the fiscal year ended September 30, 2007, as a result of the court rulings discussed above. The estimated net fair value of preference recoveries increased by $0.1 million during the fiscal year ended September 30, 2006, primarily as a result of collections of $0.3 million of amounts owed under default judgments and under settlements with other entities in bankruptcy, the value of which was uncertain until collected, reduced by costs of recovery of $0.2 million, including $0.1 million of Waiver Fees.

The fair value of Preference Receivables is reassessed quarterly and adjustments to estimated fair values are reflected in the period in which they become known. The eventual net realizable value of Preference Receivables is likely to differ from their estimated net fair value and these differences may be significant.

5. Unimpaired and Convenience Claims Payable

Unimpaired Claims payable represents the estimated aggregate settlement amount of Unimpaired Claims against the Debtors prior to the Effective Date of the Plan which will be paid out at 100% of their Allowed amount. Such Claims are valued at the Liquidation Trust’s best estimate of the amount that will ultimately be allowed. Convenience Claims, also included in this classification, are not significant.

Unimpaired and Convenience Claims payable consists of:

($ in thousands)

	As of		As of
	September 30, 2008		September 30, 2007

Allowed unimpaired claims	$	1,335	$	1,335

Estimated fair value of disputed unimpaired claims		-		-

Convenience claims		2		2

Total unimpaired and convenience claims payable	$	1,337	$	1,337

Reserved value of disputed unimpaired claims	$	300	$	300

Number of disputed unimpaired claims		3		3

There have been no changes in the status of any of the Unimpaired Claims Payable during the fiscal years ended September 30, 2008 and September 30, 2007. Pursuant to the Plan, certain fees and expenses which Kmart Corporation (“Kmart”) incurred in connection with the Debtors’ bankruptcy filing were allowed as an Unimpaired Claim. Allowed Unimpaired Claims as of September 30, 2008 and September 30, 2007 include this Claim, which has not yet been substantiated by Kmart as required by the Plan, at its estimated amount of $1.3 million.

F-9

The reserved amount for Disputed Unimpaired Claims (the “Excess Disputed Unimpaired Claims Reserve”) is based on the estimated amount of such Claims approved by the Bankruptcy Court for reserve purposes. The amount asserted by the holders of the remaining Disputed Unimpaired Claims is insignificant as of September 30, 2008 and September 30, 2007. The Liquidation Trust believes that the likelihood of paying any of these Claims is remote and anticipates that each of these Claims will be waived; accordingly, no liability has been recorded with respect to the remaining Disputed Unimpaired Claims as of September 30, 2008 or September 30, 2007.

Unimpaired Claims are valued by reviewing the facts available to the Liquidation Trust, including the Debtors’ records and information submitted by the claimants, and estimating the ultimate settlement value of the Claims. The fair value of Unimpaired Claims payable is reassessed at least quarterly and adjustments to estimated fair values are reflected in the period in which they become known. However, no assurance can be given as to the ultimate allowance, disallowance or settlement of the remaining Disputed Unimpaired Claims, individually or in the aggregate.

6. Uncashed Claims Checks

Pursuant to the Plan, any Claims payments and Distributions which remain uncashed for 90 days following their issuance date are forfeited to the Liquidation Trust for distribution to other holders of Allowed Claims. Pending a final order from the Bankruptcy Court, the Liquidation Trust has treated such items as a liability, and has reissued uncashed checks upon timely request of the payee, subject to applicable fees. (See Notes 3 and 13.)

7. Distributions Payable

Distributions payable represents the amount of authorized Distributions which the Liquidation Trust has been unable to pay to holders of Allowed Impaired Claims. A number of holders of such Allowed Claims, while otherwise eligible for Distributions, have either not yet provided all information necessary for payment; were subject to an offsetting claim by the Liquidation Trust which had not yet been resolved; or, because they had not cashed a previous Distribution check, were not paid any subsequent Distributions. Until all such issues are resolved, the holder of an Allowed Claim may not receive a Distribution.

During November 2008, the Liquidation Trust notified substantially all holders of the Allowed Impaired Claims included in Distributions payable as of September 30, 2008 that, in accordance with the terms of the Plan, they forfeited their interest in past Distributions, making the unclaimed funds available to the Liquidation Trust and, ultimately, for distribution to the remaining holders of Beneficial Interests. (See Notes 3 and 13.)

8. Estimated Costs of Liquidation

The Wind-down Reserve and the Litigation Reserve together constitute the estimated costs of liquidation in the accompanying Statements of Net Assets in Liquidation.

Under the Plan, the Liquidation Trust was required to establish and fund a reserve to pay administration costs and costs of holding and liquidating the Liquidation Trust’s assets (the “Wind-down Reserve”). The amounts included in the Wind-down Reserve represent the projected costs of operating the Liquidation Trust through its expected termination. These costs, which include professional fees, insurance and personnel, among other things, are based on various assumptions regarding the number of employees, the use of professionals (particularly in connection with continuing Claims resolution and litigation), the anticipated termination date of the Liquidation Trust and other matters.

Substantially all of the day-to-day operations of the Liquidation Trust were terminated during June 2005; however, provision has been made for necessary management oversight and administrative, legal and accounting processes to continue through its expected termination in early calendar year 2009. These final items include resolution of the remaining Disputed Claims and all litigation (excluding the costs provided for in the Litigation Reserve), a final Distribution, if applicable, and any necessary filings with regulatory authorities and with the Bankruptcy Court.

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The Wind-down Reserve was increased by a total of $0.1 million, $0.1 million and $1.0 million during the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006, respectively, based on revised forecasts of operational requirements prior to and associated with the expected termination of the Liquidation Trust, as extended from time to time. Expenses paid from the Wind-down Reserve during the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006 totaled $0.6 million, $0.6 million and $0.7 million, respectively.

The Liquidation Trust rents its office space under a short-term lease. During each of the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006, the Liquidation Trust incurred rent expense of $0.1 million, all under short-term leases.

Pursuant to the Plan, the Liquidation Trust also established and funded a reserve to pay the costs of pursuing certain actions referred to as the “Bondholder Action” and the “Committee Action” (the “Litigation Reserve”). Both actions arose from a business combination among the Debtors during 1997 and the related financing (the “1997 Transactions”), and were filed against certain parties that arranged, approved, or financed the 1997 Transactions. The Liquidation Trust ceased its pursuit of the Bondholder Action following adverse decisions on the action by the United States Court of Appeals for the Third Circuit (the “Court of Appeals”) during July and August 2005. The Liquidation Trust determined not to further pursue the Committee Action following the May 2008 Court of Appeals affirmation of a lower court’s summary judgment decision dismissing the remaining defendants in this Action. The amount of the Litigation Reserve as of September 30, 2008 and September 30, 2007 represents the estimated amount of the final unpaid costs associated with the Committee Action.

The Litigation Reserve is periodically adjusted based on updated estimates of the aggregate litigation expenses of the Liquidation Trust for these actions. No adjustment was deemed necessary during any of the three most recent fiscal years based on the status of the litigation and its estimated costs. Litigation expenditures during the fiscal years ended September 30, 2008, September 30, 2007 and September 30, 2006 totaled $0.2 million, $0.1 million and $0.4 million, respectively.

The fair value of estimated costs of liquidation is reassessed at least quarterly and adjustments to estimated fair values are reflected in the period in which they become known. Actual costs are likely to differ from the estimated costs and these differences may be significant.

9. Bankruptcy Reserves Required

Pursuant to the terms of the Plan, the Liquidation Trust is required to establish and maintain various reserves intended, among other things, to assure that Claims are paid in accordance with the funding priorities established in the Plan, to administer the Plan and the Liquidation Trust, and to wind down the affairs of the Debtors. Reserves which represent liabilities that would be recorded using the liquidation basis of accounting in accordance with generally accepted accounting principles (the “Liability Reserves”) are reflected as such in the accompanying Statements of Net Assets in Liquidation. Such Liability Reserves include the Wind-down Reserve, the Litigation Reserve, Unimpaired Claims payable, and uncashed Claims checks.

Certain other reserves relate to contingencies which are not deemed probable of actual payment (the “Contingency Reserves”) and therefore are not included as liabilities in the Statements of Net Assets in Liquidation. Such Contingency Reserves include the Excess Disputed Unimpaired Claims Reserve, a minimum reserve to assure adequate liquidity, and other reserves held pending resolution of certain matters in dispute.

F-11

Reserves, in addition to those included in Available Cash, consist of:

($ in thousands)

	As of		As of
	September 30, 2008		September 30, 2007
Liability reserves
Unimpaired and convenience claims	$	1,337	$	1,337
Uncashed claims checks		426		435
Wind-down		757		1,210
Litigation		152		307

Total liability reserves		2,672		3,289

Contingency reserves
Minimum reserve		3,000		3,000
Excess disputed unimpaired claims		300		300
Litigation appeals provision		-		4,000
Preference settlement claims		-		72

Total contingency reserves		3,300		7,372

Total reserves	$	5,972	$	10,661

The minimum reserve, established pursuant to the Plan and intended to assure adequate liquidity for the Liquidation Trust, is to be maintained, subject to reduction by an order of the Bankruptcy Court, until the Liquidation Trust makes a final Distribution, if any, or is otherwise terminated.

The litigation appeals provision as of September 30, 2007 represented a contingency reserve to allow the Liquidation Trust to pursue or defend a future trial and appeals of the Committee Action. Because the Liquidation Trustee has determined that the Liquidation Trust will not pursue the Committee Action further (see Note 8), the litigation appeals provision has been released.

The preference settlement claims reserve has been eliminated as of September 30, 2008 based on the Liquidation Trust’s determination that the filing dates of the potential claims for which this reserve provided had passed.

10. Impaired Claims

Each holder of an Allowed Impaired Claim is deemed to hold a pro rata Beneficial Interest in the Liquidation Trust based upon the amount of their Allowed Impaired Claim as compared to the total amount of all Impaired Claims ultimately allowed. When and to the extent that Disputed Impaired Claims become Allowed Impaired Claims, holders of such Claims receive Beneficial Interests in accordance with the Plan. The Beneficial Interests do not entitle any beneficiary of the Liquidation Trust to any title in or to any of its assets and do not represent an obligation of the Liquidation Trust to pay a sum certain amount. The Beneficial Interests represent only a right to receive a pro rata portion of the net proceeds of the Liquidation Trust assets pursuant to the terms of the Plan.

F-12

The Liquidation Trust’s estimate of Impaired Claims consists of:

($ in thousands)

	As of		As of
	September 30, 2008		September 30, 2007

Allowed impaired claims	$	712,412	$	711,770
Estimated fair value of disputed impaired claims		7,703		8,584

Total estimated impaired claims	$	720,115	$	720,354

Asserted value of disputed impaired claims	$	8,086	$	22,669

Number of disputed impaired claims		5		9

The amount of Impaired Claims ultimately allowed determines the base amount for calculation of Distributions to holders of Beneficial Interests. Subsequent to year-end, one Disputed Impaired Claim was settled for an amount approximating its estimated value of $7.5 million, and an Order authorized by the Bankruptcy Court expunged the remaining four Disputed Impaired Claims (see Note 13), further reducing total estimated Impaired Claims by $0.1 million.

On or about August 12, 2008, the Liquidation Trust notified the Bankruptcy Court of its Sixth Interim Distribution in the amount of 1.65% of Allowed Impaired Claims. Distributions to holders of Allowed Impaired Claims have been authorized, through September 30, 2008, in the cumulative amount of 11.9411% of the Allowed amount of the Impaired Claims.

Distributions authorized during the fiscal year ended September 30, 2008 totaled $11.7 million, primarily representing the sixth interim Distribution of 1.65%, as well as the previously authorized Distributions of 10.2911% payable to holders of the additional $0.6 million of Impaired Claims newly allowed during the year.

Distributions authorized during the fiscal year ended September 30, 2007 totaled $0.2 million, consisting of the previously authorized Distributions of 10.2911% payable to holders of the additional $2.0 million of Impaired Claims newly allowed during the year.

Distributions authorized during the fiscal year ended September 30, 2006 totaled $7.0 million, primarily representing the fifth interim Distribution of 1.1911%, as well as the previously authorized Distributions of 9.1% payable to holders of the additional $3.7 million of Impaired Claims newly allowed during the year. Because the fifth interim Distribution resulted from $7.0 million of proceeds of the Committee Action settlement described in Note 12, below, pursuant to the Plan, Kmart’s General Unsecured Claim, allowed in the amount of $150.0 million, was excluded from this Distribution.

In conjunction with the authorized Distributions, as of September 30, 2008, the Liquidation Trust held a total of $1.8 million of Available Cash for Distribution to holders of Impaired Claims, including a $1.0 million reserve for Distribution to holders of Disputed Impaired Claims should such Disputed Claims become Allowed, and $0.8 million in Distributions payable to holders of Allowed Impaired Claims (see Note 3). A total of $82.5 million has been paid to holders of Allowed Impaired Claims through September 30, 2008. Of this total, $47.0 million was paid to holders of General Unsecured Claims Allowed at $415.1 million, and $35.5 million to holders of Senior Unsecured Claims Allowed at $206.4 million.

Distributions are made in accordance with the priority and subordination provisions set forth in the Plan. Until such time as all holders of Allowed Senior Unsecured Claims have received the full $206.4 million amount of their Allowed Claims, any amounts allocated for payment to holders of Subordinated Debentures Claims will be distributed to holders of Senior Unsecured Claims. Therefore, although the holders of Subordinated Debentures Claims are holders of Beneficial Interests, they have no current economic interest in the Liquidation Trust. Of the $35.5 million in cumulative Distributions paid to holders of Senior Unsecured Claims during the period from October 26, 2001 (Effective Date) through September 30, 2008, $10.9 million represents the amount which would otherwise have been paid to holders of Subordinated Debentures Claims Allowed in the amount of $90.9 million. Holders of Allowed General Unsecured Claims receive their pro rata Distribution as such Distributions are made.

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11. Contingencies

Litigation and Other Proceedings on behalf of the Liquidation Trust

As of September 30, 2008, the Liquidation Trust was pursuing one significant preference litigation action. During March 2006, the District Court upheld the Bankruptcy Court’s award to the Liquidation Trust of $1.0 million in this case. The defendant further appealed the affirmation by the District Court to the Court of Appeals. During June 2007, the Court of Appeals remanded the case to the District Court, with instructions to remand to the Bankruptcy Court for specific findings. Pursuant to the Bankruptcy Court’s scheduling order, both parties filed briefings by February 2008. The Bankruptcy Court may decide the case or schedule further proceedings, up to and including a trial, at its discretion. The Liquidation Trust and its counsel intend to vigorously pursue collection of the original judgment.

Litigation and Other Proceedings Against the Liquidation Trust

Settling Claims filed with the Bankruptcy Court is the ordinary course of business for the Liquidation Trust. As of September 30, 2008, none of the ten remaining Disputed Claims, if resolved in favor of the claimant, would have a material effect on the financial condition of the Liquidation Trust.

12. Other

Committee Action settlement

Fleet Settlement

Fleet was one of the defendants in both the Committee Action and the Bondholder Action (see Note 8). Subsequent to adverse decisions in both actions, the Liquidation Trust reached a settlement with Fleet whereby the Liquidation Trust paid Fleet $8.3 million during the fiscal year ended September 30, 2006.

Other settlements and receipts

During the fiscal year ended September 30, 2008, the Liquidation Trust received a $0.3 million distribution in the liquidation of the Debtors’ former company-owned life insurance policy carrier, related to policies that were surrendered by the Debtors in 2000 in return for their net cash values. During the fiscal year ended September 30, 2006, the Liquidation Trust recorded a $0.6 million settlement agreement with certain former counsel to the Debtors, collected during the fiscal year ended September 30, 2007.

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13. Subsequent Events

Subsequent to year-end, one Disputed Impaired Claim was settled for an amount approximating its estimated value of $7.5 million, and an Order authorized by the Bankruptcy Court expunged the remaining four Disputed Impaired Claims and the remaining two Disputed Convenience Claims. The financial statement effect of this Order is not significant.

F-15

Hechinger Liquidation Trust

Index to Exhibits

Exhibit
No.	Note	Description
2.1	(1)	Disclosure Statement for First Amended Consolidated Plan of Liquidation under Chapter 11 of the United States Bankruptcy Code, dated August 14, 2001, including as its Exhibit A, the Revised First Amended Consolidated Plan of Liquidation.

4.1	(1)	Hechinger Liquidation Trust Agreement, dated as of October 23, 2001, by and among Hechinger Investment Company of Delaware, Inc., et al., The Official Committee of Unsecured Creditors of Hechinger Investment Company of Delaware, Inc., et al. and Conrad F. Hocking, as the Liquidation Trustee.

14.1	(2)	Code of Ethics.

31.1	(6)	Certification by Liquidation Trustee.

32.1	(6)	Liquidation Trustee’s Certification Pursuant to 18 U.S.C. Section 1350.

99.1	(1)	Order Confirming First Amended Consolidated Plan of Liquidation.

99.2	(1)	Motion of the Hechinger Liquidation Trust for an Order Establishing Amounts of Disputed Claim Reserves under the First Amended Consolidated Plan of Liquidation of the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code, and associated exhibits.

99.3	(1)	Order Allowing the Motion of the Hechinger Liquidation Trust Establishing Amounts of Disputed Claims Reserve.

99.4	(1)	Stipulation between the Liquidation Trust and Fleet Retail Finance Inc., dated August 9, 2002.

99.5	(2)	Notice of the Liquidation Trust of Second Interim Distribution to Classes 4A and 4B.

99.6	(3)	Notice of the Liquidation Trust of Third Interim Distribution to Classes 4A and 4B.

99.7	(4)	Notice of the Liquidation Trust of Fourth Interim Distribution to Classes 4A and 4B.

99.8	(4)	Notice of the Liquidation Trust of Fifth Interim Distribution to Classes 4A and 4B.

99.9	(5)	Notice of the Liquidation Trust of Sixth Interim Distribution to Classes 4A and 4B.

(1)	Incorporated herein by reference to the Liquidation Trust’s Form 10 Filing dated January 28, 2003.

(2)	Incorporated herein by reference to the Liquidation Trust’s Form 10-K Filing for the period ended September 30, 2003.

(3)	Incorporated herein by reference to the Liquidation Trust’s Form 10-K Filing for the period ended September 30, 2004.

(4)	Incorporated herein by reference to the Liquidation Trust’s Form 10-K Filing for the period ended September 30, 2005.

(5)	Incorporated herein by reference to the Liquidation Trust’s Form 10-Q Filing for the period ended June 30, 2008.

(6)	Filed herewith.

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	H.S. sophomore V bad

Hechinger Liquidation Trust Inactive 10-K2008 FY Annual report

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