TCR_Public/090527.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 27, 2009, Vol. 13, No. 145

                            Headlines


5K UTILITY: Case Summary & 20 Largest Unsecured Creditors
ADT CONSTRUCTION: Court Converts Case to Chapter 7 Liquidation
AJAZ AHMED NIZAM: Case Summary & 8 Largest Unsecured Creditors
ALL AMERICAN: Case Summary & 20 Largest Unsecured Creditors
ALLAN D MURRAY: Case Summary & 9 Largest Unsecured Creditors

ALERIS INT'L: Court Sets September 15 Claims Bar Date
ALERIS INT'L: Asks Court to Approve Deloitte Tax Engagement
ALERIS INT'L: Alvarez & Marsal Seeks $668,588 for Feb-March Work
ALERIS INT'L: To Idle Plants Due to GM and Chrysler Shutdowns
AMERICAN INT'L: Bids to Arrange Asian Life Unit IPO Due May 29

AMERIMOLD TECH: Case Summary & 20 Largest Unsecured Creditors
AMTG INVESTMENT: Voluntary Chapter 11 Case Summary
ASARCO LLC: Harbinger Offers Full-Payment, "Confirmable" Plan
BANK OF AMERICA: May Hike Investment Bankers' Base Salaries
BERNARD L MADOFF: Banco Santander to Pay $235MM to Settle Lawsuit

BERNARD L MADOFF: Fairfield Sued for $3.4BB for Ignoring Red Flags
BERNARD L MADOFF: Talon Wants Trustee to Act on Private Jet Deal
BOWNETREE LLC: Court Confirms Chapter 11 Plan of Reorganization
BULLDOG INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
CANWEST MEDIA: DBRS Discontinues 'CC' Secured Bank Debt Rating

CATHOLIC CHURCH: Fairbanks Moving Ahead With Ch. 11 Plan
CDX GAS: Investors Sue to Deny Access of $10 Mil. in Escrow
CDX GAS: Court Okays Bid Protocol for CDX Assets & New Rio Equity
CDX GAS: Wants to Sell Portion of Rowland Acreage to Dominion
CF MONTANE: Case Summary & 25 Largest Unsecured Creditors

CHRYSLER LLC: Court OKs Payment on Prepetition Supplier Claims
CHRYSLER LLC: 20-Day Claimants Want Immediate Payment
CHRYSLER LLC: Hoegh Wants to Keep Cars Absent Shipping Payments
CHRYSLER LLC: White & Case Names New Clients in Case
CHRYSLER LLC: Financial Unit Resumes APR Programs With 0% Rate

CHRYSLER LLC: Blasts Indiana's Demand for Review of Fiat Sale
CHRYSLER LLC: New Co. to Honor Minor Warranty Claims Only
CHRYSLER LLC: Shutdowns Force Aleris to Idle Plants
CITIGROUP INC: May Increase Investment Bankers' Base Salaries
CONEXANT SYSTEMS: Deregisters Preferred Share Purchase Rights

CONTECH LLC: PBGC to Assume Underfunded Pension Plan
COOPERATIVE BANKSHARES: Actively Searching for New CEO
COOPERATIVE BANKSHARES: Retirement Plan Discloses 9.60% Stake
COOPERATIVE BANKSHARES: Willetts Discloses 10.66% Equity Stake
COYOTES HOCKEY: Rejection of Arena Pact Unavailing, Says Glendale

COYOTES HOCKEY: Jim Balsillie Applies NHL OK Purchase, Transfer
CRESCENT OIL: Former President Says Titan Global Swindled Firm
CRUCIBLE MATERIAL: 3 Utilities Want Access to Escrowed Amounts
DM ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
DRUG FAIR: To Auction Off Trucks, Tractors; June 4 Sale Hearing

EUGENE BAKER: Case Summary & 15 Largest Unsecured Creditors
FOAMEX INT'L: To Re-Auction Assets After Bidder Cries Foul
GENERAL MOTORS: Toyota Denies Plan to Give Technology for Hybrids
GENERAL MOTORS: Payment to UAW Lowered to 17.5% of Stock
GENERAL MOTORS: Fiat Presses Takeover Offer for Opel

GENERAL MOTORS: Shutdowns Force Aleris to Idle Plants
GMAC LLC: DBRS Revises Ratings to Under Developing, Senior at CCC
GOTTSCHALKS INC: To Auction Real Property Assets on May 28
HILL COUNTRY: Can Access Cash Securing BofA Loan Until June 5
HRP MYRTLE: HRP Creative Sues FPI MB for Trademark Infringement

INDUSTRIAL ENTERPRISES: Wants 15-Day Extension for SALs and SOFAs
JSM4JC INVESTMENT: Case Summary & 1 Largest Unsecured Creditor
KA AND KM DEVELOPMENT: Gets Initial OK on Latham Shuker as Counsel
KA AND KM DEVELOPMENT: Wants Access to Cash Securing SunTrust Loan
INTERLAKE MATERIAL: Can File Plan Until August 3

INTERLAKE MATERIAL: Seeks RSS Holdings-Led Sale of J&D Assets
IRISH PUB: Case Summary & 15 Largest Unsecured Creditors
LANDAMERICA FINANCIAL: Court OKs Sale of Warranty Biz to BPG
LIA REALTY: Case Summary & Largest Unsecured Creditor
LYNNWOOD SEPTIC: Case Summary & 20 Largest Unsecured Creditors

MAGNUS OIL AND GAS: Voluntary Chapter 11 Case Summary
MAHALO ENERGY: Files for CCAA Protection; Alger is Monitor
MAHALO ENERGY: U.S. Unit Files for Chapter 11, to Sell to Lenders
MUZAK HOLDINGS: Court Set July 2 Bar Date for Proofs of Claim
MUZAK HOLDINGS: Muzak LLC Files Schedules of Assets and Debts

NOBLE INTERNATIONAL: Creditors Appeal ArcelorMittal-Led Auction
NORWOOD PROMOTIONAL: Taps Kirkland & Ellis as Bankruptcy Counsel
NORWOOD PROMOTIONAL: Proposes Young Conaway as Co-Counsel
NORWOOD PROMOTIONAL: Wants Additional 30 Days in Schedules Filing
PILGRIM'S PRIDE: Completes Foster Farms Sale, Repays DIP Credit

PLAZA MANAGEMENT: New Jersey Court Approves Ch. 15 Petition
PLIANT CORP: GE Capital to Arrange $135MM Revolving Loan for Exit
PEOPLES COMMUNITY: Barred From Selling and Servicing Mortgages
POMARE LTD: Court to Consider Sale to Maui Divers on June 22
PRECISION PARTS: Exclusive Plan Filing Period Extended to July 13

PRINCETON OFFICE: Ordered to File Chapter 11 Plan by June 15
PROPERTIES PLUS: Case Summary & 20 Largest Unsecured Creditors
PSYSTAR CORP: Files for Chapter 11 Bankruptcy Protection
R & L NEVADA: Case Summary & 3 Largest Unsecured Creditors
REPUBLIC WESTERN: A.M. Best Upgrades Ratings to 'B+' From 'B'

RETAIL PRO: Seeks Sept. 11 Extension of Plan Filing Deadline
RGB TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
RICHARD L. WORSHAM: Case Summary & 20 Largest Unsecured Creditors
RIVER WEST: Court Orders Closure of Plaquemine Hospital
ROSE HILL GREENHOUSES: Case Summary & 20 Largest Unsec. Creditors

RYLAND GROUP: Amends American Stock Transfer Rights Agreement
RYLAND GROUP: Swaps $12.5MM in 2015 Notes for Common Stock
SALYER AMERICAN: Banks Refuse to Lend Money to Pay Growers
SENCORP: Court Extends Schedules & Statements Filing Until June 14
SENCORP: Court to Consider Bank of America DIP Financing Today

SENCORP: Receives Temporary OK to Hire Frost Brown as Co-Counsel
SENCORP: Gets Temporary OK to Hire Latham & Watkins as Counsel
SHARP PLUMBING: Case Summary & 20 Largest Unsecured Creditors
SIGNAL POINT: Case Summary & 20 Largest Unsecured Creditors
SOURCE INTERLINK: IRS to Block Plan Unless Tax Returns Filed

SPANSION INC: Court Grants Final Approval to Cash Collateral Use
SPANSION INC: Court Extends Removal Deadline to August 28
SPANSION INC: Noteholders Balk at $70MM Samsung Settlement
SPANSION INC: Court Allows SanDisk to Pursue Appeal on IP Suit
SPANSION INC: Subject of ITC Cease and Desist Order

SPRINT NEXTEL: Issues $405.6MM Shares to 1988 Employee Plan
STRUCTURAL INVESTMENTS: Involuntary Chapter 11 Case Summary
SUN WEST BOTTLERS: Case Summary & 19 Largest Unsecured Creditors
THELMA V SPIRTOS: Case Summary & 14 Largest Unsecured Creditors
TOWN AND COUNTRY: A.M. Best Cuts FS Rating to 'B' from 'B+'

TRIESTE INVESTMENTS: Plan Hearing Continued to June 18
TRILOGY DEV'T: Bankruptcy Forestalls Payment of $13.8MM Debt to JE
TUMBLEWEED INC: Wants to Employ Jones Law as Special Counsel
VERASUN ENERGY: McGladrey & Pullen Steps Down as Accountants
VERASUN ENERGY: Endres Ceases to Serve as CEO, Stays as Director

WASHINGTON MUTUAL: Wants $4-Bil. Summary Judgment vs. JPMorgan
WASHINGTON MUTUAL: Extends Plan Filing Deadline Until July 23
WASHINGTON MUTUAL: JPMorgan Says Rule 2004 Exam Inappropriate
WOOD STREET: Voluntary Chapter 11 Case Summary
WORKMEN'S AUTO: A.M. Best Affirms FS Rating at "B"

YOSI SHEMTOV: Case Summary & 20 Largest Unsecured Creditors

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5K UTILITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 5k Utility and Construction, Inc.
        6630 West Nashville Hwy
        Shelbyville, TN 37160

Bankruptcy Case No.: 09-05808

Chapter 11 Petition Date: May 22, 2009

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

Judge: Keith M. Lundin

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

Total Assets: $1,259,600

Total Debts: $2,156,473

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

          http://bankrupt.com/misc/tnmb09-05808.pdf

The petition was signed by Kevin Surprise, president of the
Company.


ADT CONSTRUCTION: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has converted
ADT Construction Group, Inc.'s Chapter 11 case to Chapter 7.

As reported in the Troubled Company Reporter on March 18, 2009,
Sara L. Kistler, the acting United States Trustee for Region 17,
asked the Bankruptcy Court to convert the Debtor's bankruptcy case
to a Chapter 7 proceeding for "cause", pursuant to Sec. 1112(b) of
the Bankruptcy Code.

The acting U.S. Trustee related that the Court required the Debtor
to pay examiner fees in two installments but the Debtor failed to
pay either installment.  The acting U.S. Trustee added that the
Debtor also failed to timely file its December 2008 monthly
operating report.

Headquartered in Las Vegas, Nevada, ADT Construction Group, Inc. -
- http://www.adtconstruction.com/-- aka Advanced Demolition
Technologies, offers full-service contracting services.  The
Debtor filed for Chapter 11 protection on June 24, 2008 (Bankr. D.
Nev. Case No. 08-16841).  Jason A. Imes, Esq., at Schwartzer &
McPherson Law Firm, represents the Debtor.  The Debtor has total
assets of $11,202,109 and total debts of $7,411,364.


AJAZ AHMED NIZAM: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Ajaz Ahmed Nizam
                  dba Intero Real Estate
                  dba Cal State Corporation
                  dba Cal State Financial
               Shaista Yasmin
               43936 Rosemere Dr.
               Fremont, CA 94539

Bankruptcy Case No.: 09-44393

Chapter 11 Petition Date: May 21, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtors' Counsel: Drew Henwood, Esq.
                  Law Offices of Drew Henwood
                  41 Sutter St. #621
                  San Francisco, CA 94104
                  Tel: (415) 362-7412
                  Email: dfhenwood@aol.com

Total Assets: $1,149,508

Total Debts: $1,436,122

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

      http://bankrupt.com/misc/canb09-44393.pdf

The petition was signed by the Joint Debtors.


ALL AMERICAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: All American Aviation Services, LLC
        13105 Booker T. Washington Hwy
        Suite A-3
        Hardy, VA 24101

Bankruptcy Case No.: 09-71287

Chapter 11 Petition Date: May 21, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: George I Vogel, III, Esq.
                  Vogel & Cromwell LLC
                  P. O. Box 18188
                  Roanoke, VA 24014-0188
                  Tel: (540) 982-1220
                  Email: gvogel3@vogelandcromwell.com

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

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

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

          http://bankrupt.com/misc/vawb09-71287.pdf

The petition was signed by R. Thomas Alouf, Jr., member manager of
the Company.


ALLAN D MURRAY: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Allan D. Murray
                  aka Allan Douglas Murray
               Florence K. Murray
                  aka Florence Kay Murray
                  aka Goldie Murray
               762 Viewcrest Drive
               Eagle Point, OR 97524

Bankruptcy Case No.: 09-62706

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley, III

Debtors' Counsel: Stephen L. Behrends, Esq.
                  POB 10552
                  Eugene, OR 97440
                  Tel: (541) 344-7472
                  Email: sbehrends@oregon-attorneys.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 9 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/orb09-62706.pdf

The petition was signed by the Joint Debtors.


ALERIS INT'L: Court Sets September 15 Claims Bar Date
-----------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware established September 15, 2009, at 5:00 p.m.
Eastern Time, as the deadline for any person or entity to file
proofs of claim for prepetition claims against Aleris
International, Inc., and its debtor-affiliates.  The Court
approved the proof of claim form, bar date notices, and notice
procedures for the bar date proposed by the Debtors.

Proofs of claim must be actually received on or before the Bar
Date by the Debtors' claim agent, Kurtzman Carson Consultants LLC,
at 2335 Alaska Avenue, in El Segundo, California, to be
enforceable against the Debtors.

No timely objections were received with respect to the Bar Date
Motion.

                    About Aleris International

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

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

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


ALERIS INT'L: Asks Court to Approve Deloitte Tax Engagement
-----------------------------------------------------------
Aleris International, Inc., and its debtor-affiliates ask Judge
Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware to employ Deloitte Tax LLP to provide them
tax services, nunc pro tunc to March 18, 2009.

As the Debtors' tax services provider, Deloitte Tax will:

   (a) assist in preparing tax projections on both a tax return
       and financial accounting basis;

   (b) assist with preparing a tax model determining the effect
       of Section 382 of the Internal Revenue Code attribute
       limitation rules and Section 108 of the IRC attribute
       reduction rules;

   (c) advise the Debtors concerning potential positions that are
       available with respect to the tax treatment of a plan
       reorganization;

   (d) recommend actions that may be taken by the Debtors in
       structuring a plan of reorganization and additional tax
       planning ideas; and

   (e) perform other tax services as requested by the Debtors and
       agreed to by Deloitte Tax.

The Debtors will pay Deloitte Tax for the contemplated services
based on these rates:

     Professional                        Hourly Rate
     ------------                        -----------
     Partner/Principal                     $575
     Director                              $550
     Senior Manager                        $475
     Manager                               $375
     Senior                                $325

The Debtors will also reimburse Deloitte Tax for reasonable out-
of-pocket expenses incurred in connection with the engagement.

Lee Zimet, a director at Deloitte Tax LLP, in New York, relates
that in the 90 days before the Petition Date, his firm received
$63,000 from the Debtors for services rendered prepetition.  As of
the Petition Date, the Debtors owe the firm approximately $123,000
for prepetition services, claim to which amount Deloitte Tax has
agreed to waive, subject to the approval of the employment
application.

Mr. Zimet assures the Court that Deloitte Tax is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.

                    About Aleris International

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

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

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


ALERIS INT'L: Alvarez & Marsal Seeks $668,588 for Feb-March Work
----------------------------------------------------------------
Alvarez & Marsal North America, LLC, restructuring advisors to
Aleris International, Inc., and its debtor-affiliates, seeks
payment of $668,588 in fees and reimbursement of $33,232 in
expenses incurred between February 12, 2009, to March 31, 2009.

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

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

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


ALERIS INT'L: To Idle Plants Due to GM and Chrysler Shutdowns
-------------------------------------------------------------
Aleris International, Inc., plans to idle its plant in Coldwater,
Michigan, as well as other secondary aluminum alloy plants due to
the plans of General Motors Corp. and Chrysler, LLC, to shut down
their plants, according to a Steelguru report dated May 24, 2009.

An Aleris spokesperson said that the specific timing and length of
the shutdown will vary by plan based on current demand and
inventory levels, noting that employees will be recalled as Aleris
demand increases, the report said.

                    About Aleris International

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

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

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


AMERICAN INT'L: Bids to Arrange Asian Life Unit IPO Due May 29
--------------------------------------------------------------
Amy Or at Dow Jones Newswires reports that American International
Group Inc. will choose at least two investment banks as global
coordinators for the initial public offering of American
International Assurance Co., its Asian life insurance unit.

Dow Jones states that investment banks have until May 29 to
present bids, while selection interviews will be held in Hong Kong
on June 9 and June 10.  Dow Jones relates that investment banks
will be selected on their underwriting abilities, after-market
support, willingness to participate in a credit facility to
support AIA, and experience in helping with AIG's restructuring
efforts.

Dow Jones notes that one of the investment banks to be chosen will
likely be Morgan Stanley based on its "qualifications and its
understanding of AIG's overall restructuring process."  According
to Dow Jones, Morgan Stanley has been advising the U.S. Federal
Reserve on the rescue of AIG since September 2008.  Dow Jones
relates that Blackstone Group LP, AIG's sole advisor on the
rescue, is also advising on AIA's IPO.

Citing people familiar with the matter, Dow Jones says that
Citigroup Inc. and Goldman Sachs Group Inc. stand a good chance of
being selected as coordinators.  Dow Jones states that Citigroup
and Goldman Sachs were involved in the failed attempt to sell a
stake of up to 49% in AIA earlier this year.

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

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

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

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

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

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

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

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group, Inc.  AIG's subordinated debt rating has been downgraded to
Ba2 from Baa1.  The rating outlook for AIG is negative.  This
rating action follows AIG's announcement of net losses of
$62 billion for the fourth quarter and $99 billion for the full
year of 2008, along with a revised restructuring plan supported by
the U.S. Treasury and the Federal Reserve.  This concludes a
review for possible downgrade that was initiated on September 15,
2008.


AMERIMOLD TECH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Amerimold Tech Inc.
        9 Timber Lane
        Marlboro, NJ 07746

Bankruptcy Case No.: 09-23269

Chapter 11 Petition Date: May 22, 2009

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

Judge: Michael B. Kaplan

Debtor's Counsel: David A. Nicolette, Esq.
                  Nicolette Law Firm, LLC
                  3 University Plaza
                  Suite 503
                  Hackensack, NJ 07601
                  Tel: (201) 488-9080
                  Email: dnicolette@nicolettelawfirm.com

Total Assets: $1,494,546

Total Debts: $1,580,643

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

          http://bankrupt.com/misc/njb09-23269.pdf

The petition was signed by Michael Schon, president of the
Company.


AMTG INVESTMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: AMTG Investment LLC
        22817 Ventura Blvd
        Ste 401
        Woodland Hills, CA 91364

Bankruptcy Case No.: 09-16060

Chapter 11 Petition Date: May 21, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Michael D. Kolodzi, Esq.
                  21941 Plummer St
                  Chatsworth, CA 91311-6094
                  Tel: (818) 428-2089
                  Fax: (866) 571-6094

Estimated Assets: $0 to $50,000

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

The Company says it does not have unsecured creditors who are non
insiders when it filed its petition.

The petition was signed by Saeid Mohebbi, owner of the Company.


ASARCO LLC: Harbinger Offers Full-Payment, "Confirmable" Plan
-------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., asks the U.S.
Bankruptcy Court for the Southern District of Texas to enter an
order terminating ASARCO LLC's and its parent's exclusivity so
that it could file its own reorganization plan for the Debtor.

With 14 extension of exclusivity, ASARCO LLC and Asarco
Incorporated have filed proposed Chapter 11 plans for ASARCO LLC.
The Debtors have proposed a chapter 11 plan of reorganization that
provides for ASARCO to sell substantially all of its tangible and
intangible operating assets to Sterlite (USA), Inc.  Specifically,
the Debtors' Plan contemplates the distribution of cash and
interests in certain litigation trusts to the Debtors' general
unsecured creditors. In addition, the Debtors' Plan contemplates
the establishment of an asbestos trust as the sole source of
recovery for unsecured asbestos personal and premises injury
claimants as well as future asbestos claimants.  To that end, the
Debtors' Plan provides for a channeling injunction pursuant to
Section 524(g) of the Bankruptcy Code which will protect certain
ASARCO-related parties as well as Sterlite from all direct and
indirect asbestos-related liability.  As an alternative to the
Debtors' Plan, the Parent has proposed a chapter 11 plan of
reorganization that will result in the Parent's retention of its
equity ownership in ASARCO in exchange for a $1.3 billion
contribution of cash or cash equivalents (which Parent asserts may
include unencumbered shares of Southern Copper Corporation).

However, according to Harbinger, there are substantial risks that
the Debtors will not be able to confirm their current plan or
close the new Sterlite sale embodied in the plan.  Similarly,
according to Harbinger, the Parent's recently filed plan violates
several 11 U.S.C. Section 1129 confirmation requirements on its
face and presents even more confirmation risk than the Debtors'
plan.  "Indeed, both the Debtors and the Parent were both forced
to withdraw their previously filed plans (which are very similar
to their current plans) before confirmation, leading this Court to
characterize both Sterlite and the Parent as "unreliable suitors"
for the Debtors," Harbinger points out.

Harbinger is prepared to file its plan immediately upon the
termination of exclusivity and solicit acceptance of the plan
using the Harbinger Disclosure Statement and on the schedule the
Court has already set for the Debtors' Current Plan and the
Parent's Current Plan.

Harbinger says it has prepared a plan that, with the Court's
permission, is ready to be filed immediately and solicited for
acceptance on the same solicitation and confirmation schedule as
the Debtors' plan and the Parents' plan.  Significantly,
Harbinger's plan does not contain the same consummation risks as
the Debtors' plan or the Parent's plan.  If the Debtors and the
Parent are again unable to confirm their plans, preservation of
exclusivity at this time would have simply prevented Harbinger
from proposing its imminently confirmable plan.  After nearly four
years in bankruptcy, such a result is untenable, unnecessary and
unwise.

Harbinger's Plan provides for ASARCO to sell substantially all of
its tangible and intangible operating assets free and clear of all
liens, claims interests and encumbrances, to an entity designated
by Harbinger in exchange for $500,000,000 in cash and the
assumption of certain liabilities.  Under the Plan, there will be
an estimation with respect to ASARCO's liability on account of
Asbestos Personal Injury Claims and Unknown Asbestos Claims,
however, as a condition precedent to the Harbinger Plan, the
estimated or agreed upon amount of such Claims shall not exceed
$500,000,000 in the aggregate.

Harbinger says its plan has several significant advantages over
the Debtors' Current Plan and the Parent's Current Plan:

   -- The Harbinger Plan does not require a 524(g) trust or any
      extraordinary rulings from the Court regarding the Debtors'
      asbestos liability.

   -- The Harbinger Plan preserves, and allows the Debtors'
      creditors to benefit from, the Debtors' valuable litigation
      claims against both Sterlite and the Parent.

   -- Because it retains all of the Debtors' litigation rights,
      the Harbinger Plan will eventually pay all creditors 100% of
      their claims with interest.

   -- The Harbinger Plan clearly satisfies the hypothetical
      Chapter 7 liquidation test under Sec.  1129(a)(7).

   -- The Harbinger Plan clearly satisfies the feasibility test
      under Sec. 1129(a)(11).

   -- The Harbinger Plan does not discriminate unfairly among
      classes of creditors as required by Sec. 1129(b)(1).

   -- The Harbinger Plan clearly satisfies the absolute priority
      rule under Sec. 1129(b)(2).

   -- Harbinger has previously reached an agreement with the
      Debtors' unions and are certain that they will again; thus,
      the Harbinger Plan has virtually no risk of union rejection.

A full text copy of Harbinger's proposed Plan filed as an exhibit
to its Motion is available at:

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

A full text copy of Harbinger's disclosure statement to its plan
is available at:

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

A full text copy of Harbinger's proposed asset purchase agreement
is available at:

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

                        About ASARCO LLC

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

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

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

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

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

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

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

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and ASARCO LLC has obtained Court
approval of a settlement and release contained in the new PSA for
the sale of the ASARCO assets for $1.1 billion in cash and a
$600 million note.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC offered provide up to $2.7 billion in cash and a
$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

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


BANK OF AMERICA: May Hike Investment Bankers' Base Salaries
-----------------------------------------------------------
Sources said that Citigroup Inc. and Bank of America Corp. are
expected to raise base salaries for investment bankers to
compensate for limits on annual bonuses, Joe Bel Bruno at The Wall
Street Journal reports.

"Pressures in the investment-banking and capital-markets
businesses continue to be intense" and BofA would "take the steps
necessary to retain key employees," WSJ quoted BofA spokesperson
Jessica Oppenheim as saying.

Citing people familiar with the matter, WSJ relates that Citigroup
and BofA are considering a plan to take similar steps unveiled by
Morgan Stanley last week.  WSJ notes that like Morgan Stanley,
Citigroup and BofA hope higher base salaries will retain key
employees.

Aaron Lucchetti at WSJ states that Morgan Stanley said it would
raise the base salaries of most of its top officers and many top-
earning workers to lessen the importance of their annual bonuses.
WSJ says that Morgan Stanley will increase the base salary of its
co-presidents, James Gorman and Walid Chammah, by one-third to
$800,000 a year, while Chief Financial Officer Colm Kelleher,
Chief Legal Officer Gary Lynch, and Chief Administrative Officer
Thomas Nides will get a base salary of $750,000 each.  Citing a
person familiar with the matter, WSJ reports that managing
directors will see about 25% to 30% of their overall compensation
come from their base salary, up from about 15% to 20%, said a
person familiar with the matter.  WSJ relates that a managing
director's base salary could increase to $400,000, from $250,000.

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

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

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

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BERNARD L MADOFF: Banco Santander to Pay $235MM to Settle Lawsuit
-----------------------------------------------------------------
Amir Efrati and Thomas Catan at The Wall Street Journal report
that Banco Santander SA agreed to pay $235 million to settle
potential legal claims by Irving Picard, the trustee for the
liquidation of Bernard L. Madoff Investment Securities LLC.

WSJ relates that Banco Santander is one of the largest conduits of
investor money to Bernard Madoff, with about $3 billion of its
clients' money invested with Mr. Madoff through its investment
fund Optimal Investment Services SA.  Banco Santander's payment
would increase the amount of assets Mr. Picard has recovered for
Madoff investors to more than $1.2 billion, WSJ notes.  Mr.
Picard, according to the report, said that he so far has committed
about $116 million of cash advances to 237 Madoff investors.

The agreement with Banco Santander is 85% of what would have been
sought from Optimal, the report states, citing Mr. Picard.  WSJ
quoted a Banco Santander spokesperson as saying, "Optimal has
agreed to repay to the trustee a portion of the funds that were
redeemed in the 90 days before Madoff was shut down.  This clears
up all legal issues between the trustee and Optimal, leaving only
the question of Optimal's claims against the Madoff estate to be
resolved."

Court documents say that Mr. Picard's investigation concluded that
Optimal had no knowledge of Mr. Madoff's fraud.

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

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

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines.  The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BERNARD L MADOFF: Fairfield Sued for $3.4BB for Ignoring Red Flags
------------------------------------------------------------------
Bernard L. Madoff ascribed his investment advisory business'
consistent investment success to his investment strategy called
the "split-strike conversion" strategy.  Mr. Madoff told customers
(i) that their funds would be invested in a basket of common
stocks within the S&P 100 Index; and purchases would be carefully
times to maximize value; (ii) purchases would be hedged with
option contracts and option contracts would be purchased or sold
to control the downside risk of price changes in the basket of
stocks.

As stated in the charges filed by the Securities and Exchange
Commission, Bernard L. Madoff Investment Securities LLC's
investment advisory business, however, was operated as a Ponzi
scheme and Madoff and BLMIS concealed the ongoing fraud in an
effort to hinder and delay other current and prospective customers
of BLMIS from discovering the fraud.  The money received from
investors was not set aside to buy securities as purported.
Instead, the money was primarily used to make the distributions
to, or payments on behalf of, other investors.  Although customers
of the BLMIS' IA Business received monthly or quarterly
statements, these statements were a complete fabrication.
Customers had approximately $64.8 billion invested with BLMIS.

While many investors had claimed that they did not know that
Mr. Madoff's business was a fraud, Irving H. Picard, the
liquidating trustee for BLMIS believes that Fairfield Greenwich
Group and its hedge funds were aware of various "indicia of
irregularity and fraud" but failed to act on these.

Accordingly, Mr. Picard has filed a complaint against Fairfield
Sentry Limited, Greenwich Sentry, L.P., and Greenwich Sentry
Partners, L.P. to recover $3,547,676,083 in transfers made by Mr.
Madoff to these hedge funds.

Counsel to Mr. Picard, David J. Sheehan, Esq., at Baker &
Hostetler LLP, in New York, relates that The Fairfield Greenwich
Group and its hedge funds worked closely with Mr. Madoff and BLMIS
throughout a nearly 20-year relationship, including, but not
limited to:

   (1) coordinating responses to United States Securities Exchange
       Commission investigations of BLMIS,

   (2) collaborating in SEC filings, and

   (3) obtaining new money used by BLMIS to perpetuate his Ponzi
       scheme.

According to Mr. Sheehan, Fairfield did little, if any, due
diligence of BLMIS and instead "ignored multiple red flags"
because with their continued investment in BLMIS, they reaped
massive fees, in excess of hundreds of millions of dollars,
purportedly for investment performance which has proven to be
nothing but fiction.

From at least 1996 through 2007, Fairfield funds received from
BLMIS unrealistically high and consistent annual returns of
between 10% and 21% in contrast to the vastly larger fluctuations
in the S&P 100 Index on which BLMIS' trading activity was
purportedly based during that time period.

Between December 1, 1995 and Dec. 11, 2008, Fairfield invested
$4.5 billion with BLMIS through 242 separate transfers via check
and wire directly into the BLMIS Bank Account.  The BLMIS Bank
Account was maintained at a JPMorgan Chase & Co. branch in New
York.  Fairfield received a total of $3,547,676,083 in transfers
from Madoff during the same period ("Transfers").

Mr. Picard commences the adversary proceeding against Fairfield
pursuant to SIPA Sections 78fff(b) and 78fff-2(c)(3), sections
105(a), 542, 544, 547, 548(a), 550(a) and 551 of 11 U.S.C.
Sections 101 et. seq., the New York Fraudulent Conveyance Act
(N.Y. Debt. & Cred. Sec. 270 et. seq. (McKinney 2001)), and other
applicable law, for turnover, accounting, preferences, fraudulent
conveyances, damages and objection to claim in connection with
certain transfers of property by BLMIS to or for the benefit of
Fairfield.  The Trustee seeks to set aside the Transfers and
preserve the property for the benefit of BLMIS' defrauded
customers.

Fairfield Greenwich Group is Controlled by three principal
partners, Walter Noel, Jeffrey Trucker and Andres Piedrahita.

                     "Sophisticated Investors"

According to Mr. Picard, Fairfield and its managers knew or should
have known that the BLMIS' IA Business was predicated on fraud.
Mr. Sheehan says that hedge funds and funds of funds like
Fairfield were "sophisticated investors that accepted fees from
their customers based on purported assets under management and/or
stock performance in consideration for the diligence they were
expected to exercise in selecting and monitoring investment
managers like Madoff and BLMIS."

Fairfield failed to exercise reasonable due diligence of BLMIS and
its auditors in connection with the Ponzi scheme, Mr. Sheehan
asserts.  He points out that among other things, Fairfield were on
notice of these indicia of irregularity and fraud but failed to
make sufficient inquiry:

   1. Impossibilities Inherent in BLMIS' Investment Strategy.
      BLMIS reported returns that were too good to be true,
      reflecting a pattern of abnormal profitability, both in
      terms of consistency and amount that was simply not
      credible.  In addition:

        -- BLMIS' investment strategy would have been impossible
           to execute as the number of put and call options that
           BLMIS would have to buy or sell on any given day often
           exceeded the number of put and call options bought or
           sold in the entire market on those days.

        -- The type of options BLMIS purported to purchase and
           sell was counter-intuitive.

        -- At times, Fairfield's monthly account statements
           reflected trades purportedly purchased or sold on
           behalf of Fairfield's account in certain securities
           that were allegedly executed at prices outside the
           daily range of prices for such securities traded in the
           market on the days in question.

        -- Certain of Fairfield's monthly BLMIS account statements
           reflected trades purchased or sold on behalf of
           Fairfield's account in certain securities that were
           allegedly settled on weekends and/or holidays

        -- Based on monthly account statements for January 2008
           received by Fairfield, BLMIS on January 23 purportedly
           brought a total of put options at a volume exceeded the
           total volume traded at the Chicago Board Options
           Exchange on that date.

   2. Lack of Oversight of BLMIS by Independent Entities.  BLMIS
      functioned as both investment manager and custodian of
      securities, eliminating check and balance in investment
      management by excluding an independent custodian of
      securities.  BLMIS, which reputedly ran the world's largest
      hedge fund, was purportedly audited by Friehling & Horowitz,
      an accounting firm that had only three employees, one of
      whom was semi-retired.

   3. Lack of Transparency.  Mr. Madoff cloaked his and BLMIS'
      operation in secrecy.  Investors that questioned BLMIS'
      investment methodology were threatened with removal from
      BLMIS programs and BLMIS did not allow any real-time
      electronic access to trading, which is customarily provided
      in the industry to significant, sophisticated hedge fund
      investors like Fairfield.

   4. Skepticism by Others in the Industry and by Fairfield's
      Customers.  Representatives of Fairfield's funds' manager
      were present at a 2000 meeting at which Credit Suisse raised
      concerns about BLMIS' auditor, its service as custodian for
      its customers' assets, and the fact that Madoff would not
      say how much money he managed.  Credit Suisse urged its
      customers to withdraw their money from BLMIS because Credit
      Suisse could not determine how the money was made.  In
      addition, many banks, industry advisors and insiders who
      made an effort to conduct reasonable due diligence flatly
      refused to deal with BLMIS because they had serious concerns
      that BLMIS' IA Business operations was not legitimate.

   5. BLMIS' SEC Filings and Involvement in SEC Investigations.
      The information contained in BMLIS' Form 13F filed with the
      SEC was not consistent with the trades that BMLIS was
      allegedly executing on behalf of the funds.  In 2005, the
      SEC was conducting an investigation of BLMIS; and Madoff
      asked Fairfield's representatives disclose true and accurate
      information about BLMIS in their meeting with SEC attorneys.

According to Mr. Sheehan, the Transfers were, in part, false and
fraudulent payments of nonexistent profits supposedly earned in
the Account.  He asserts that Fairfield's hedge funds were among
the beneficiaries of this scheme, receiving Transfers
from BLMIS totaling more than $3.5 billion since December 1995
alone. Of the Transfers, multiple Transfers in the collective
amount of approximately $3.2 billion were made during the six
years prior to the Filing Date and are avoidable and recoverable
under sections 544, 550(a)(1) and 551 of the Bankruptcy Code,
applicable provisions of SIPA, particularly SIPA Sec. 78fff-
2(c)(3), and applicable provisions of N.Y. Debt. & Cred. Sections
273 - 276.

Of the Six Year Transfers, multiple Transfers in the collective
amount of $1.7 billion were made during the two years prior to the
Filing Date, and are additionally recoverable under sections
548(a)(1), 550(a)(1) and 551 of the Bankruptcy Code and applicable
provisions of SIPA, particularly SIPA Sec. 78fff-2(c)(3).

Of the Two Year Transfers, multiple Transfers in the collective
amount of $1.2 billion were made during the 90 days prior to the
Dec. 11, 2008 filing date of the SIPA proceeding, and is
additionally recoverable under Sections 547, 550(a)(1) and 551 of
the Bankruptcy Code and applicable provisions of SIPA,
particularly SIPA Sec. 78fff-2(c)(3).

                      Motion to End Benefits

Meanwhile, while the trustee for Bernard L. Madoff Investment
Securities Inc. is moving to end benefits for the firm's workers,
he doesn't want to disclose the names of the employees given the
"emotionally charged environment," Bloomberg's Bill Rochelle said.

                      About Bernard Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks. The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services. Clients included brokerages, banks, and other
financial institutions. In addition, Madoff Securities managed
assets for high-net-worth individuals, hedge funds, and other
institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

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

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines. The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BERNARD L MADOFF: Talon Wants Trustee to Act on Private Jet Deal
----------------------------------------------------------------
In March 2008, Bernard L. Madoff, through BLM Air Charter LLC,
purchased a 50% interest in a $25 million Embraer Legacy 600
private jet.  Edward Blumenfeld's BDG Aircharter Inc. owns the
other 50% interest in the aircraft.

Now that Mr. Madoff has been charged for a $50 billion Ponzi
scheme and his firm is undergoing liquidation, Talon Air Inc. asks
the U.S. Bankruptcy Court for the Southern District of New York to
compel Irving H. Picard, the liquidating trustee for Bernard L.
Madoff Investment Securities LLC to (i) pay outstanding amounts
under a management agreement for the Aircraft, and (ii) decide by
June 12 on whether to assume or reject the management agreement
and a lease agreement for the aircraft.

Under the Management Agreement with BDG and Madoff, Talon provided
training and pilot and ground crew personnel necessary to operate
and maintain the Aircraft.  Talon says that it is still owed
$47,217 for the period Dec. 12, 2008, through April 30, 2009, and
$92,525 for the period prior to Dec. 12, 2008.

Talon is also party with BDG and BLM to a lease agreement, under
which Talon may lease the Aircraft to provide charter air
transportation services to third parties for a rental fee for each
flight hour of use.  Talon still owes BLM a total of $112,896.00
under the lease agreement.

                      About Bernard Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks. The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties. It also performed clearing and
settlement services. Clients included brokerages, banks, and other
financial institutions. In addition, Madoff Securities managed
assets for high-net-worth individuals, hedge funds, and other
institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

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

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines. The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BOWNETREE LLC: Court Confirms Chapter 11 Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
confirmed on May 20, 2009, Bownetree LLC's Chapter 11 Plan of
Reorganization dated March 4, 2009, pursuant to Section 1129(a) of
the Bankruptcy Code.

All objections to confirmation of the Plan are deemed withdrawn
with prejudice.

The Plan divides claims and interests into four classes:

  Class        Description                 Treatment
  -----    ---------------------------     ----------
    1      Kennedy Funding, Inc.           Unimpaired
           Secured, 1st Mortgage Claim

    2      36-20 Bowne, LLC                Impaired
           Secured, 2nd Mortgage

    3      General Unsecured Claims        Impaired

    4      Equity Interests                Impaired

Classes 2, 3 and 4 are impaired, and, thus, were entitled to vote
to accept or reject the Plan.

Holders of general unsecured claims, expected to aggregate
$1,195,525, will be paid at least 15% of their respective claims,
from the proceeds of the sale of the Debtor's properties.  The
exact percentage is estimated to be between 10% to 20% and will be
based on the balance of the $300,000 amount 36-20 Bowne has agreed
to pay, less Debtor's administrative expenses.

Equity holders have undertaken to fund the administrative
expenses.  Equity interests will not receive any property under
the Plan as after confirmation, the Company will liquidate.
Suzuki Capital Funding through its members and president, Sam
Suzuki, holds 93% of the equity interest

Kennedy Funding Ltd's 1st Mortgage Claim of $3,739,150 will be
paid in full from the proceeds of the sale of the Debtor's real
estate properties, unless the real property is sold to 36-20
Bowne, LLC, the 2nd mortgage holder, in which case the sale will
be contingent upon the terms of the agreement between Kennedy and
36-20 Bowne regarding the terms of the assumption, by 36-20 Bowne,
of Kennedy's first mortgage lien on the real property or (2) the
entry of an order approving the sale.

Pursuant to the Plan, 36-20 Bowne, which is owed $5,084,771, will
purchase all of the Debtor's real estate for the purchase price
equal to (a) the Debtor's outstanding indebtedness to 36-20 Bowne
as of the Closing Date, (b) the assumption of the Debtor's
outstanding indebtedness to Kennedy Funding, (c) at least 15% of
all costs and expenses listed as obligations owed by the Debtor to
unsecured creditors, and (d) all bankruptcy related legal fees and
administrative costs of the Seller, provided that the aggregate
amount under subsections (c) and (d) do not exceed $300,000.

A full-text copy of the disclosure statement explaining the Plan
is available at:

      http://bankrupt.com/misc/BownetreeLLC.4thAmendedDS.pdf

Headquartered in New York City, Bownetree LLC is engaged in the
business of real estate development, sales, and construction.  The
Company filed for Chapter 11 protection on September 4, 2008
(Bankr. E.D. N.Y. 08-45854).  The Debtor's schedules showed assets
of $17,301,277 and liabilities of $10,940,615.  Alina N.
Solodchikova, Esq., and Stephen B. Kass, Esq., at the Law Offices
of Stephen B. Kass, in New York City, represent the Debtor as
counsel.


BULLDOG INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bulldog Investments, Inc
        PO Box 1070
        Umatilla, FL 32784

Bankruptcy Case No.: 09-07094

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: R Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

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

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

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

          http://bankrupt.com/misc/flmb09-07094.pdf

The petition was signed by Richard Waters, director of the
Company.


CANWEST MEDIA: DBRS Discontinues 'CC' Secured Bank Debt Rating
--------------------------------------------------------------
Dominion Bond Rating Service discontinued its ratings on Canwest
Media Inc.'s Secured Bank Debt, as borrowings under this facility
have been fully repaid.  The instrument rating on this debt was
CC, with a recovery rating of RR1.

This repayment was concurrent with the May 22, 2009, closure of a
previously announced transaction to raise $175 million of new debt
financing.  This financing has allowed Canwest Media to repay its
Secured Bank Debt and settle related obligations while giving it
additional time to operate in the ordinary course as it continues
to pursue a recapitalization of its balance sheet.  (See DBRS
press release dated May 20, 2009, for more details.)

The C Issuer Rating of Canwest Media remains Under Review with
Negative Implications, as do the C (high) Issuer Rating and CC
(low)/C (low) instrument ratings of Canwest Limited Partnership.


CATHOLIC CHURCH: Fairbanks Moving Ahead With Ch. 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska will consider
approval of the disclosure statement explaining the Chapter 11
plan of the Catholic Diocese of Fairbanks, Alaska, on June 16.

According to Bill Rochelle at Bloomberg, to compensate victims of
sexual-abuse claims, the diocese hopes to raise as much as $8.6
million from contributions, selling property and putting mortgages
on real estate.  The fund is also to receive proceeds from
insurance coverage that could be $27 million.

The Disclosure Statement, Bloomberg, relates, says the process of
validating sexual-abuse claims will be "streamlined."  Victims
won't be required to show that their claims aren't barred by the
statute of limitations.

After seeking bankruptcy protection in March 2008, the diocese
sued CNA Financial Corp. and Travelers Cos. in bankruptcy court in
April 2008 to determine whether the insurance companies are
obligated to cover the 150 sexual abuse claims that brought the
diocese into bankruptcy court.

                   About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules showed total
assets of $13,316,864 and total liabilities of $1,838,719.


CDX GAS: Investors Sue to Deny Access of $10 Mil. in Escrow
-----------------------------------------------------------
Several investors, including Van P. Whitfield, Stephen Clark,
Richard McCullough, Dan Behrendt, Lawrence Finn, and Doug Seams,
have filed a complaint before the U.S. Bankruptcy Court for the
Southern District of Texas, seeking declaratory judgment that the
interest of CDX Gas LLC and its debtor affiliates in their
settlement and purchase agreement are not property of the estates.

According to papers filed with the Court, the claims held by all
of the investors are addressed in the purchase agreement and
partially in an escrow funded settlement agreement dated Dec. 18,
2007, between the investors and the Debtors, which addressed the
indemnity provisions the Debtors have provided by way of that
agreement.  The indemnity provisions of the purchase agreement and
settlement agreement provide that the Debtors will indemnify and
functionally be responsible for paying any recoveries awarded to
the investors.

These relationships and agreements, Whitfield, et al., say, are
appropriately referenced in various of the Debtors' schedules and
statements of affairs, including, among other things

   -- personal property showing the $10 million funded escrow
      agreement set up by the settlement agreement; and

   -- executory contracts and leases.

"The Joint Escrow Account was established in relation to the
Debtors' initial purchase in order to provide indemnification to
the Debtors with respect to specified claims," the Investors
state.  "The escrowed funds are not available for use by the
Debtors in their general operations," they assert.

Wright Ginsberg & Brusilow LLP in Dallas, Texas, represents the
Investors.

                           About CDX Gas

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  Harry Perrin, Esq., D. Bobbitt Noel, Esq.,
John E. Mitchell, Esq., and Michaela C. Crocker, Esq., at Vinson
Elkins LLP, represent the Debtors in their restructuring efforts.
In its schedules, CDX listed total assets of $996,308,606 and
total debts of $831,259,526.

                             *   *   *

According to the Troubled Company Reporter on May 8, 2009, the
Debtors delivered to the Court a disclosure statement explaining
its Chapter 11 plan of reorganization.  The Plan, among other
things, does not provide for any distribution to holders of
general unsecured claims.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?3c8f

A full-text copy of the proposed Chapter 11 Plan is available for
free at http://ResearchArchives.com/t/s?3c90

The Debtors' exclusive period to file a plan will expire on
July 30, 2009, and its solicitation period will end on
September 28, 2009.


CDX GAS: Court Okays Bid Protocol for CDX Assets & New Rio Equity
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
approved bidding procedures and bid protections in connection with
the proposed sale of certain assets of CDX Gas, LLC, CDX Shale,
LLC and CDX Barnett, LLC, including CDX Gas' 75% ownership in
Arkoma Gathering, LLC, and 100% of the new membership interest to
be issued by CDX Rio.

The issuance of new membership interests by CDX Rio is in
connection with its plan of reorganization which was filed on
April 24, 2009.

Pursuant to the bid procedures, to EnerVest Energy Institutional
Fund XI-A, L.P. and EnerVest Energy Institutional Fund XI-WI,
L.P., will be the lead bidder.  EnerVest has offered to pay the
sum of $29,321,380 for the CDX Assets and $73,100,320 as
consideration for the issuance of the New Equity by CDX Rio.

The Debtor will accept competing bids for the assets.  The
deadline for the submission of competing proposals is 5:00 p.m.
(Central Time) on June 19, 2009.  An auction, if necessary, has
been set for June 22, 2009.

The sale hearing and confirmation hearing on the Plan will be held
on June 24, 2009, at 10:45 a.m. (Central Time).  Objections to the
entry of the order approving the sale of the Assets and new Rio
Equity, if any, must be filed with the Court so as to be actually
received by no later than 5:00 p.m. (Central Time) on June 19,
2009.

A full-text copy of the approved bidding procedures is available
at http://bankrupt.com/misc/CDX.BidProtocol.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  In its schedules, CDX
listed total assets of $996,308,606 and total debts of
$831,259,526.


CDX GAS: Wants to Sell Portion of Rowland Acreage to Dominion
-------------------------------------------------------------
CDX Gas, LLC, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas to approve bidding procedures for the
sale of a portion of CDX's interests in various oil and gas assets
in Boone, Fayette, and Raleigh Counties, West Virginia (the
"Rowland Acreage") to Dominion Exploration & Production, Inc.,
subject to higher and better offers at an auction.

A hearing on the motion has been scheduled for June 2, 2009.

Dominion has offered $4,900,000 plus assumption of the Assumed
Liabilities for the assets.

The Debtors proposes this timeline for the sale of the Rowland
Acreage:

    * Bid Deadline is on June 24, 2009,
    * An auction will be held June 27, and
    * The Court will convene a sale hearing on June 30.

A full-text copy of the proposed bid procedures is available at:

       http://bankrupt.com/misc/CDX.RowlandBidProtocol.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  In its schedules, CDX
listed total assets of $996,308,606 and total debts of
$831,259,526.


CF MONTANE: Case Summary & 25 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CF Montane SLP LLC
        2 North LaSalle St.
        Suite 925
        Chicago, IL 60602

Bankruptcy Case No.: 09-18747

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   CF Montane LP LLC                               09-18750
   WCSE Montane Limited Partnership                09-18752

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Steven B. Towbin, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
                  321 N Clark St., Suite 800
                  Chicago, IL 60610
                  Tel: (312) 276-1333
                  Fax: (312) 275-0569
                  Email: stowbin@shawgussis.com

Estimated Assets: $0 to $50,000

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

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

      http://bankrupt.com/misc/ilnb09-18747.pdf

The petition was signed by Jonathan Hoeg, vice president of the
Company.


CHRYSLER LLC: Court OKs Payment on Prepetition Supplier Claims
--------------------------------------------------------------
Chrysler LLC and its affiliates sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of New York
to:

  -- pay in the ordinary course of their businesses, certain
     prepetition nonpriority claims of certain parties who
     supply goods or services critical to the going concern
     value of their businesses or the consummation of the sale
     of substantially all of Chrysler's assets to New Chrysler;

  -- in their sole discretion, pay claims for the value of goods
     received in the ordinary course of their businesses during
     the 20-day period before the Petition Date, which claims
     are entitled to administrative expense priority under
     Section 503(b)(9) of the Bankruptcy Code;

  -- continue their troubled supplier program;

  -- in their sole discretion, pay certain prepetition unsecured
     nonpriority claims of certain troubled suppliers;

  -- implement procedures to address those vendors who repudiate
     and refuse to honor their postpetition contractual
     obligations to the Debtors; and

  -- continue their participation in the Auto Supplier Support
     Program established by the U.S. Treasury to the extent the
     Program remains in place after the Petition Date.

Panasonic Automotive Systems Company of America tried to block the
Debtors' request, asking Judge Arthur Gonzalez to deny Chrysler
LLC's request to pay the prepetition claims of certain essential
suppliers and administrative claimholders, and continue its
troubled supplier program.

Jonathan L. Flaxer, Esq., at Golenbock Eiseman Assor Bell & Peskoe
LLP, in New York, said the proposed order accompanying the
Debtors' Request should be revised to make clear that that the
Supplier Program is not mandatory and non-acceptance of an
Essential Supplier Payment does not make the recipient a
participant in the Essential Supplier Program.

In addition, Mr. Flaxer said Panasonic objects to the Debtors'
Request on the basis that participants in the Essential Supplier
Program cannot be bound, and the Court lacks the power to bind,
participating parties to undefined business terms that may be
imposed by the Debtors for an unlimited period of time.

The Timken Company, Harmann Becker Automotive Systems, Inc. and
its affiliated companies, and Superior Industries, Inc. joined in
Panasonic's objection.

In a separate filing, Magna International, Inc. joined in the
objections made by SKF USA, Inc. and Peer Bearing Co.  SKF and
Peer Bearing were "surprised" that a proposed interim order to the
Debtors' request were submitted without SKF's and Peer Bearing's
consent.

                        About Chrysler LLC

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

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller
lenders,including hedge funds that he didn't name -- "a small
group of speculators" -- refused to make the concessions agreed to
by the Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler says that as of December 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: 20-Day Claimants Want Immediate Payment
-----------------------------------------------------
Several parties filed separate objections to the Debtors' request
to establish procedures for the assertion of claims under Section
503(b)(9) of the Bankruptcy Code relating to goods received by the
Debtors within 20 days before the Petition Date.  The Objecting
Parties and alleged amount of the goods they delivered to the
Debtors are:

    Vendor/Creditor                    Amount
    ---------------                    ------
    Brembo North America, Inc.     $1,235,000
    Freudenberg-NOK G. P.             800,000
    Key Plastics, L.L.C.              600,000
    Citation Corporation              121,000
    Experi-Metal, Inc.                 10,000
    Kongsberg Automotive, Inc.             --
    Johnson Controls, Inc.                 --
    Tower Automotive, Inc.                 --

Under Sections 507(a)(2) and 503(b)(9) of the Bankruptcy Code,
Objecting Parties contend that their Claims are entitled to
administrative priority.  They assert that the proposed
Reclamation Procedures, as the sole and exclusive method for
asserting the Claims, would prohibit all holders from requesting
immediate or expedited payment of the Claims no matter what the
circumstances or hardship to the claimants, and without any
showing whatsoever of hardship to the Debtors.

The Reclamation Procedures, if approved, would eviscerate the very
factors, which the Court is supposed to weigh and impermissibly
replace the discretion of the Court with the desires of the
Debtors, the Objecting Parties argue.  They point out that many of
the Debtors' suppliers will be hard-pressed to survive without
payment of their Claims.  The Objecting Parties propose that the
Court approve the proposed procedures, but permit each individual
holder of a Claim to move for immediate or expedited payment where
the creditor believes that payment is warranted.

The Objecting Parties further contend, among other things, that
under Section 1129(a)(9) of the Bankruptcy Code, administrative
claims, including their Claims, must be paid, at the latest, on
the effective date of a confirmed plan of reorganization.

Johnson Controls, Inc., informs Judge Gonzalez that it files an
objection to preserve its rights and to seek clarification
regarding the interaction of two seemingly inconsistent sets of
procedures proposed by the Debtors: (i) the procedures for
asserting claims under the request to pay the prepetition claims
of certain essential suppliers and Reclamation Procedures, and
(ii) the procedures for the assumption and assignment of contracts
in connection with the Debtors' proposed sale transaction.

Automotive Corporation, Inc., joins in and supports the objection
filed by Tower Automotive, Inc.  Valeo, Inc., and its affiliates
also submit a joinder in Key Plastics' objection.

The Timken Company, Harman Becker Automotive Systems, Inc., and
Superior Industries, Inc., jointly support the objection filed by
The Dow Chemical Company and Tower Automotive.

                        Debtors Respond

The Debtors filed the request to establish procedures for
asserting Section 503(b)(9) Claims to provide an organized process
for the assertion and evaluation of prepetition claims asserted as
claims entitled to administrative priority status under Section
503(b)(9) of the Bankruptcy Code, says proposed counsel for the
Debtors, Corinne Ball, Esq., at Jones Day, in New York.  She
asserts that particularly given the potentially large number of
claims, the Debtors believe that establishing an organized process
is necessary and appropriate to avoid the costs and distractions
of an ad hoc approach.

Without the proposed process, the Debtors submit that the likely
parade of requests seeking immediate payment of the Claims would
represent an unnecessary and counterproductive use of the Debtors'
and the Court's limited resources, particularly in the early weeks
of the bankruptcy cases as the Debtors pursue the consummation of
the Chrysler-Fiat sale transaction or other sale transaction.

Ms. Ball contends that the claimants that filed objections to the
Debtors' request falls into two basic categories:

  (1) objections that questions the appropriateness of the
      Reclamation Procedures taken as a whole, which proposes
      that the Claims be asserted as part of the normal proof of
      claim process; and

  (2) objections that generally seek to ensure that the
      Reclamation Procedures do not adversely impact rights
      afforded to creditors under various provisions of the
      Bankruptcy Code.

The first category of objections, Ms. Ball argues, fails to
properly consider that, because the Claims represent prepetition
claims, it is proper to reconcile and pay the Claims in the same
manner as all other prepetition claims.  She adds that the
Reclamation Procedures will not adversely affect any of the
claimants' or the Debtors' substantive rights under the Bankruptcy
Code with respect to the ultimate allowance or treatment of the
Claims.

To address concerns raised by several of the objecting parties
with regards to the second category of objections, the Debtors
propose to modify the form of order granting the request by
including an additional language to clarify that no substantive
rights relating to the allowance or treatment of the Claims will
be impacted by the requested relief.

                       Court Enters Order

The Debtors obtained final court approval of their proposed
procedures governing the resolution of claims entitled to priority
under Section 503(b)(9) of the Bankruptcy Code for goods received
within 20 days before April 30, 2009.

Pursuant to the final order, creditors are not allowed to file
motions to compel allowance of or payment of administrative
expenses for their claims or schedule a hearing to consider those
claims without leave of the Court.

The court-approved procedures do not affect the rights and
remedies of the claimants, the Debtors, any official committee
appointed or any other concerned party with regard to avoidance
actions, the final order said.

The final order and the court-approved procedures do not affect,
modify, expand or limit the rights of the claimants, the Debtors
or any other concerned party to raise or prosecute "any argument,
challenge, right or defense in connection with the allowance,
disallowance or treatment of any claim, all of which rights are
fully preserved."

Objections to the procedures filed by Plast-O-Foam, LLC and over
20 other companies were resolved.

                        About Chrysler LLC

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

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller
lenders,including hedge funds that he didn't name -- "a small
group of speculators" -- refused to make the concessions agreed to
by the Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler says that as of December 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Hoegh Wants to Keep Cars Absent Shipping Payments
---------------------------------------------------------------
Hoegh Autoliners AS asks the U.S. Bankruptcy Court for the
Southern District of New York for adequate protection of its
common carrier liens on certain property of Chrysler LLC or its
affiliates.

Hoegh, an ocean common carrier that carries many vehicles for the
Debtors on specialized ocean-going vessels that are pure car and
truck carriers, maintains a tariff pursuant to and is regulated as
a common carrier under the U.S. Shipping Act of 1984.

Pursuant to applicable non-bankruptcy law, Hoegh possesses common
carrier liens in and on certain of the Property to secure various
freight and other shipping charges owing to Hoegh.  The liens are
perfected by Hoegh's continued possession of the Property, and any
relinquishment of the possession could extinguish Hoegh's liens,
asserts Richardo I. Kilpatrick, Esq., at Kilpatrick & Associates,
P.C., in Auburn Hills, Michigan.

Pursuant to Sections 362(b)(3) and 546(b)(1)(B) of the Bankruptcy
Code, Hoegh is authorized to maintain possession of the Property
to preserve and continue the perfection of its liens,
Mr. Kilpatrick contends.  Hence, Hoegh asks that the Debtors
provide it with adequate protection of its interest in the
Property, as the Debtors are required to do under Section 363(e)
of the Bankruptcy Code, before the Debtors can use, sell, or lease
the Property subject to Hoegh's liens.

At the Debtors' request, on the Petition Date, Hoegh was in the
process of shipping or otherwise had in its possession, 173 of the
Debtors' automobiles -- the collateral.  An additional 39 vehicles
were loaded on another Hoegh vessel on May 13, 2009.
Mr. Kilpatrick discloses that charges associated with Hoegh's
shipment of the Collateral totals $131,037.  He notes that the
Collateral, which Hoegh currently possesses, will accrue storage
and demurrage charges postpetition.

Mr. Kilpatrick reminds the Court that the Debtors sought and
obtained the Court's permission to pay prepetition claims of
certain potential lienholders.  He notes that the Debtors
acknowledge that foreign and domestic commercial common carriers
hold possessory liens on the Debtors' cargo that were in the
possession of the common carrier on the Petition Date, and that
common carrier liens on cargo in the carriers' possession are
generally superior to existing security interests.

Immediately following the bankruptcy filing, Hoegh contacted the
Debtors to inform them of its common carrier liens, Mr. Kilpatrick
relates.  Although the parties have had numerous conversations, he
contends that the Debtors have not satisfied or provided adequate
protection of Hoegh's liens, and instead, the Debtors have
essentially indicated that Hoegh may not be a critical vendor for
New Chrysler by stopping payment on checks issued to Hoegh prior
to or on the Petition Date for other prepetition shipments, while
allowing checks to clear for other vendors.

The Debtors have also refused to enter discussions regarding a
trade agreement covering vehicles in transit on the Petition Date
and thereafter, as authorized by the Critical Vendor Order, Mr.
Kilpatrick alleges.  He asserts that the position of Hoegh, and
other similarly situated common carriers is particularly
precarious, given the proposed timeline for the sale of
substantially all of the Debtors' assets.

"In particular, because freight charges on cargo in transit after
the Petition Date may not be due until after completion of the
sale transaction, common carriers moving cargo will have no way of
gauging their potential risk exposure if, as it appears, (i) these
liabilities may not be assumed by New Chrysler, and (ii) there may
not be sufficient funds to cover the postposition expenses of Old
Chrysler," Mr. Kilpatrick further argues.

Hence, Hoegh asks the Court for adequate protection of its
interest in the Collateral in the form of indefeasible payment in
full of the Outstanding Balance for the Collateral and for the
freight and any related charges incurred for vehicles currently in
its possession, or which may come into its possession in the
future.

Hoegh also asks the Court for an expedited hearing on its request.
Hoegh proposes to have the request considered June 3, 2009, with
objections due by May 29.

                        About Chrysler LLC

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

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller
lenders,including hedge funds that he didn't name -- "a small
group of speculators" -- refused to make the concessions agreed to
by the Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler says that as of December 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: White & Case Names New Clients in Case
----------------------------------------------------
Glenn M. Kurtz, Esq., at White & Case LLP, in New York, discloses,
pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy
Procedure, that his firm serves as counsel to the Indiana State
Teachers Retirement Fund and Indiana State Police Pension Trust,
pension funds that are fiduciaries for the investment of
retirement assets for approximately 100,000 civil servants, and
Indiana Major Moves Construction Fund, an infrastructure
construction fund.

According to Mr. Kurtz, the Indiana Pensioners are lenders under a
certain Amended and Restated First Lien Credit Agreement, dated as
of August 3, 2007 among Chrysler and certain of its affiliates, as
borrowers, JPMorgan Chase, N.A., as administrative agent, and
certain lenders party from time to time, under which the Senior
Lenders are owed $6.9 billion.

The names and addresses of each of the Indiana Pensioners are:

                        Approximate                  Approximate
Holders & Address        Holdings      Date Acquired  Amount Paid
-----------------        -----------   -------------  -----------
Indiana State Teachers   $32,355,000      8/13/08?    $13,912,650
Retirement Fund                           8/15/08
150 West Market Street
Ste. 300
Indianapolis, IN 46204

Indiana State Police      $1,329,874      8/13/08?       $571,845
Pension Trust                             8/15/08
200 W. Washington Street
Room 242
Indianapolis, IN 46204

Indiana Major Moves       $8,817,859      8/13/08?     $3,791,679
Construction Fund                         8/15/08
200 W. Washington
Street Room 242
Indianapolis, IN 46204
                        -----------
Approximate Aggregate
Holdings                 $42,502,733

As of May 20, 2009, each of the Indiana Pensioners is a holder, or
investment advisor to a holder, of the Senior Debt.  White & Case
has been advised by the Indiana Pensioners that they collectively
are the beneficial owner of, or the holder or manager of, various
accounts with investment authority, contractual authority or
voting authority for more than $42,502,733 principal amount of the
Senior Debt.

Mr. Kurtz says the Indiana Pensioners first engaged White & Case
late in the evening of May 18, 2009.  Although the Indiana
Pensioners have hired White & Case to represent their interests
and to enable their voices to be heard more effectively and
efficiently as a group, each of the Indiana Pensioners makes its
own decisions as to how it wishes to proceed and does not speak
for, or on behalf of, any other creditor, including the other
Indiana Pensioners in their individual capacities.

Thomas E. Lauria, Esq., a partner at White Case, is also
representing the Indiana Pensioners.  To recall, Mr. Lauria
represented the Non-TARP Lenders, which strongly opposed the
Chrysler-Fiat Transaction.  The Non-TARP Lenders was reported to
have disbanded a few weeks ago.

                        About Chrysler LLC

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

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller
lenders,including hedge funds that he didn't name -- "a small
group of speculators" -- refused to make the concessions agreed to
by the Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler says that as of December 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Financial Unit Resumes APR Programs With 0% Rate
--------------------------------------------------------------
Chrysler Financial announced the resumption of subvented retail
A.P.R. programs in conjunction with Chrysler LLC.

Effective through June 1, qualified customers have an option of
selecting 0% financing for 72 months on select 2008 model year
Chrysler, Jeep(R) and Dodge vehicles through Chrysler Financial.

"As this is a challenging market for dealers, Chrysler Financial
is pleased to announce our return to retail subvented financing
for the month of May to support our dealers and help them move
inventory," said Tom F. Gilman, Chairman and CEO - Chrysler
Financial.

This program is in addition to our standard retail financing
programs which continued to be offered to qualified retail
customers through Chrysler, Jeep and Dodge dealerships.

                    About Chrysler Financial

Chrysler Financial offers automotive financial products and
services to both dealers and consumers of Chrysler, Jeep and Dodge
vehicles in the U.S., Canada, Mexico and Venezuela. In addition,
it offers vehicle wholesale and retail financing to more than
3,200 Chrysler, Jeep and Dodge dealers.  Currently, nearly three
million drivers in the United States enjoy the benefits of
financing with Chrysler Financial.  Chrysler Financial has an
employee base of 3,400 and supports a global portfolio of nearly
$50 billion.  For more information, visit
http://corp.chryslerfinancial.com

                        About Chrysler LLC

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

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller
lenders,including hedge funds that he didn't name -- "a small
group of speculators" -- refused to make the concessions agreed to
by the Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler says that as of December 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Blasts Indiana's Demand for Review of Fiat Sale
-------------------------------------------------------------
MarketWatch reports that Chrysler LLC said that a legal review
demanded by the state of Indiana would do harm to both the Company
and the state.

According to MarketWatch, attorneys for Indiana state pension
funds and a state construction fund will challenge the legality of
Chrysler's plan to exit bankruptcy protection.  The Associated
Press relates that the funds hold a combined $42.5 million of
Chrysler's total $6.9 billion in secured debt.  MarketWatch says
that Indiana State Treasurer Richard Mourdock is protesting
Chrysler's bankruptcy and planned sale on behalf of the three
state funds, which he supervises.  Citing the funds, The AP states
that the unprecedented role of the Treasury Department makes a
legal review of the automakers protection from its creditors
necessary.

MarketWatch quoted Chrysler as saying, "Chrysler strongly believes
Indiana Treasurer Mourdock's position is wrong.  Satisfying the
Indiana treasurer's demands would lead to the liquidation of
Chrysler, resulting in the loss of more than 4,000 Chrysler jobs
and 9,000 retiree pensions in Indiana alone."  According to
Reuters, Chrysler said that the combined investments in the three
state pension funds totaled $17 million and the cumulative loss
under the proposed deal would be about $2 million.

Reuters relates that the Indiana pension funds are asking for the
appointment of an examiner to conduct a probe on Chrysler's
business decisions.  The funds, says Reuters, are also seeking to
put Chrysler in the hands of a Chapter 11 trustee who can act
independently of the government.

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

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller
lenders,including hedge funds that he didn't name -- "a small
group of speculators" -- refused to make the concessions agreed to
by the Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler says that as of December 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: New Co. to Honor Minor Warranty Claims Only
---------------------------------------------------------
Ross Edwards at Autoloandaily.com reports that defective vehicles
sold before Chrysler LLC entered bankruptcy won't be shouldered by
the new company.

ABC News relates that Chrysler will honor minor warranty claims,
but any serious defects on the vehicles won't be the
responsibility of the new company.  ABC News notes that this will
lower the already dismal resale value Chrysler vehicles have.

            Workers Try to Block Plans to Close Plant

Robert Schoenberger at Plain Dealer Reporter reports that hundreds
of auto workers held demonstrations as automotive recovery chief
talked to public officials and toured Chrysler's closed stamping
plant on Friday.  According to the report, the workers are seeking
to keep the plant open.

Plain Dealer Reporter states that Ed Montgomery, an Obama official
whose job is to help automotive communities survive the ongoing
struggles of the industry, said that his goal was to help workers
and the community find government support to survive closure, not
to prevent it.  Citing Mr. Montgomery, the report says that
Chrysler will decide which plants to keep open and which ones to
close.

According to Plain Dealer Reporter, Chrysler officials said that
they will be able to move stamping equipment from Twinsburg to the
Company's remaining plants in Michigan.

                  Bankruptcy Not Affecting May Sales

Tom Krisher at The Associated Press reports that Chrysler
Executive Vice President for Sales and Marketing Steven Landry
said that the Company's bankruptcy filing doesn't appear to be
affecting May sales so far.  According to The AP, Mr. Landry said
that early sales data shows that Chrysler is on pace to sell
60,000 to 70,000 vehicles to individuals in May, which is better
than expected.

                        About Chrysler LLC

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

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller
lenders,including hedge funds that he didn't name -- "a small
group of speculators" -- refused to make the concessions agreed to
by the Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler says that as of December 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Shutdowns Force Aleris to Idle Plants
---------------------------------------------------
Aleris International, Inc., plans to idle its plant in Coldwater,
Michigan, as well as other secondary aluminum alloy plants due to
the plans of General Motors Corp. and Chrysler, LLC, to shut down
their plants, according to a Steelguru report dated May 24, 2009.

An Aleris spokesperson said that the specific timing and length of
the shutdown will vary by plan based on current demand and
inventory levels, noting that employees will be recalled as Aleris
demand increases, the report said.

                    About Aleris International

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

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

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


CITIGROUP INC: May Increase Investment Bankers' Base Salaries
-------------------------------------------------------------
Sources said that Citigroup Inc. and Bank of America Corp. are
expected to raise base salaries for investment bankers to
compensate for limits on annual bonuses, Joe Bel Bruno at The Wall
Street Journal reports.

"Pressures in the investment-banking and capital-markets
businesses continue to be intense" and BofA would "take the steps
necessary to retain key employees," WSJ quoted BofA spokesperson
Jessica Oppenheim as saying.

Citing people familiar with the matter, WSJ relates that Citigroup
and BofA are considering a plan to take similar steps unveiled by
Morgan Stanley last week.  WSJ notes that like Morgan Stanley,
Citigroup and BofA hope higher base salaries will retain key
employees.

Aaron Lucchetti at WSJ states that Morgan Stanley said it would
raise the base salaries of most of its top officers and many top-
earning workers to lessen the importance of their annual bonuses.
WSJ says that Morgan Stanley will increase the base salary of its
co-presidents, James Gorman and Walid Chammah, by one-third to
$800,000 a year, while Chief Financial Officer Colm Kelleher,
Chief Legal Officer Gary Lynch, and Chief Administrative Officer
Thomas Nides will get a base salary of $750,000 each.  Citing a
person familiar with the matter, WSJ reports that managing
directors will see about 25% to 30% of their overall compensation
come from their base salary, up from about 15% to 20%, said a
person familiar with the matter.  WSJ relates that a managing
director's base salary could increase to $400,000, from $250,000.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  Citi had $2.0 trillion in total
assets on $1.9 trillion in total liabilities as of Sept. 30, 2008.

As reported in the Troubled Company Reporter on Nov. 25, 2008, the
U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
approximately $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup issued preferred shares to the Treasury and
FDIC.  The Federal Reserve agreed to backstop residual risk in the
asset pool through a non-recourse loan.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CONEXANT SYSTEMS: Deregisters Preferred Share Purchase Rights
-------------------------------------------------------------
Conexant Systems, Inc., filed a Form 15 with the Securities and
Exchange Commission to terminate the registration of its Preferred
Share Purchase Rights.

On May 13, 2009, the Compensation Committee of the Board of
Directors of Conexant, in recognition of the importance of the
current outstanding level of performance by Scott Mercer, the
Company's Chairman and Chief Executive Officer, and his continuing
role in providing guidance and leadership to enhance the Company's
strategic position, approved a discretionary, one-time cash bonus
of $250,000 for Mr. Mercer, payable by the end of May 2009.

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore and Israel.

As of April 3, 2009, the Company's balance sheet showed total
assets of $392.2 million and total liabilities of $557.9 million,
resulting in total shareholders' deficit of $164.9 million.

Conexant's loss from continuing operations for the six fiscal
months ended April 3, 2009 was $25.3 million.  Its losses from
continuing operations for fiscal 2008, 2007 and 2006 were
$133.4 million, $221.2 million, and $97.1 million, respectively.
The results have had a negative impact on Conexant's financial
condition and operating cash flows.  Conexant's primary sources of
liquidity include borrowing under its credit facility, available
cash and cash equivalents.  Conexant believes that its existing
sources of liquidity, together with cash expected to be generated
from product sales, will be sufficient to fund operations,
research and development, anticipated capital expenditures and
working capital for at least the next 12 months.

However, Conexant cannot provide any assurance that its business
will become profitable or that it will not incur additional
substantial losses in the future.  Additional operating losses or
lower than expected product sales will adversely affect its cash
flow and financial condition and could impair its ability to
satisfy indebtedness obligations as such obligations come due.  If
at a future date Conexant is unable to demonstrate that it has
sufficient cash to meet its obligations for at least the next 12
months, Conexant said it may no longer be able to use the "going
concern" basis of presentation in its financial statements.  The
receipt of a "going concern" qualification in future financial
statements would likely adversely impact Conexant's ability to
access the capital and credit markets and impede its ability to
conduct business with suppliers and customers.


CONTECH LLC: PBGC to Assume Underfunded Pension Plan
----------------------------------------------------
The Pension Benefit Guaranty Corporation will take responsibility
for the underfunded pension plan covering 532 workers and retirees
of Contech US LLC, an auto parts maker based in Portage, Michigan.

The agency's action comes during Contech's bankruptcy proceeding,
in which the Company is liquidating through sales of its divisions
and subsidiaries to third-party purchasers.  The buyers have not
agreed to assume the retirement plan.  As a result, the pension
plan will be without a sponsor at the conclusion of the
proceedings.

According to PBGC estimates, the Contech US LLC Pension Plan No.
203 is 38% funded, with assets of $8.4 million to cover benefit
liabilities of $22 million.  The agency expects to cover $12
million of the $13.6 million shortfall.  The plan was frozen on
Dec. 31, 2007.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ends on May 26,
2009.  Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other
participants will receive their pensions when they are eligible to
retire.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Contech plan.  Under provisions
of the Pension Protection Act of 2006, the maximum guaranteed
pension the PBGC can pay is determined by the legal limits in
force on the date of the plan sponsor's bankruptcy.  Therefore
participants in this pension plan are subject to the limits in
effect on Jan. 30, 2009, which set a maximum guaranteed amount of
$54,000 for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Privately held Contech was founded in 1950 and performs light
metal die casting and machining for automobile and parts
manufacturers.  The business was sold from former owner SPX Corp.
to Marathon Asset Management, a private equity firm in 2007.
Spurred by the economic downturn, on Jan. 30, 2009, the Company
filed for Chapter 11 protection in the U.S. Bankruptcy Court in
Detroit.  The case changed from a reorganization to a liquidation
following court approval for a sale of the company's major assets.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Contech retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $12 million and was not previously included in
the agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under the ERISA.  It
currently guarantees payment of basic pension benefits earned by
44 million American workers and retirees participating in over
29,000 private-sector defined benefit pension plans. The agency
receives no funds from general tax revenues. Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans and by investment returns.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on Jan. 30, 2009 (Bankr. E.D. Mich. Lead Case No. 09-
42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq.,
at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., are local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech said its
assets and debts are both between $100 million and $500 million.


COOPERATIVE BANKSHARES: Actively Searching for New CEO
------------------------------------------------------
Cooperative Bankshares, Inc., is actively engaged in a national
search for a new chief executive officer, to comply with
regulatory directives.  Cooperative Bankshares has interviewed
numerous candidates and, subject to the approval of its
regulators, intends to appoint a new CEO as soon as possible.

To achieve compliance with its regulatory directives, among other
things, the Company and the Bank must hire a new CEO and must
either raise capital, sell assets, or both.

Additionally, the Company is undertaking certain actions designed
to improve its capital position and has engaged financial advisors
to assist with this effort and to evaluate the Company's strategic
options, including a possible sale or merger of the Company or
possible sale of certain of the Bank's assets.  The Company
believes that it needs to raise a minimum of $30.0 million of
additional capital, assuming no change in risk-weighted assets or
its capital position, to be capitalized at the levels required by
the regulatory directives.  To date, the Company has neither
raised any additional capital nor agreed to a sale of the Company,
the Bank, or any Bank assets (other than Bank loans) and no
assurances can be made as to when or whether such capital will be
raised or whether the Company will be successful in negotiating a
sale of the Company or any of its assets.

Last week, Cooperative Bankshares reported net income for the
quarter ended March 31, 2009, of $949,000, an increase of 26.2%
over the same quarter last year.  Net income for the quarter ended
March 31, 2008, was $752,000.

The Company said the increase in net income during the first
quarter of 2009 compared to the prior year period was mainly due
to a tax benefit recognized as a result of a decrease to the
valuation allowance on the Company's net deferred tax asset and a
reduction of compensation and fringe benefits, partially offset by
a reduction in net interest income and an increase in the
provision for loan losses.

The Company reported a tax benefit of $1.6 million on an operating
loss of $642,000 for the quarter ended March 31, 2009 compared to
a tax expense of $359,000 on an operating profit of $1.1 million
for the quarter ended March 31, 2008.  Net deferred tax asset
before any valuation allowance decreased from $13.8 million at
December 31, 2008 to $12.8 million at March 31, 2009, primarily as
a result of a decrease to the allowance for loan losses during
this period due to net charge offs exceeding the provision for
loan losses.  The Company recorded a tax benefit of $1.0 million
due to a reduction of the valuation allowance on the decreased
balance of the net deferred tax asset.  The Company was also able
to record a tax benefit on its operating loss for the first
quarter of 2009.

Compensation and fringe benefits decreased to $1.7 million during
the first quarter of 2009 compared to $3.3 million for the same
period a year earlier.  Most of this decrease is related to the
$1.1 million reversal of the EITF 06-4 accrual as a result of the
Company's decision, with agreement from the directors and
applicable executive officers, to surrender select bank-owned life
insurance policies during the first quarter of 2009.  The
remainder of the decrease in compensation and fringe benefits is
related to salary and benefit reductions implemented in the fourth
quarter of 2008 or in the first quarter of 2009.

Net interest income for the quarter ended March 31, 2009 was $4.8
million compared to $6.3 million for the quarter ended March 31,
2008.  The decrease in net interest income for the three months
ended March 31, 2009, from the prior year period was primarily
caused by a reduction in the interest rate spread of 62 basis
points.  This decrease is primarily attributable to action taken
by the Federal Reserve to reduce interest rates by 400 basis
points during 2008, which had a corresponding effect on market
rates of interest, and an increase in non-accrual loans at March
31, 2009, which accounted for a 27 basis point decrease in the
interest rate spread during the quarter ended March 31, 2009.

As a result of these rate reductions, the Bank's loan portfolio
has repriced faster than deposits, causing a decline in net
interest income.  The provision for loan losses increased to $2.0
million for the quarter ended March 31, 2009 compared to $855,000
for the quarter ended March 31, 2008.  The increase in the
provision for loan losses during the first quarter of 2009 was
primarily the result of an increase in valuation allowances for
the recorded investment in nonperforming loans compounded by the
decline of real estate collateral values as a result of the
deterioration of the economy.

"The decline in real estate values and the economic environment
continues to be a challenge, but we are beginning to see the
benefits in several of the changes that we have implemented,
including cost cutting measures and working with our troubled
assets," said Todd L. Sammons, the Company's Chief Financial
Officer and Interim President and Chief Executive Officer.

Total assets increased to $967.3 million at March 31, 2009
compared to $951.0 million at December 31, 2008.  Asset growth was
primarily the result of an increase in cash and cash equivalents
from the payoff of loans held for investment, the sales of loans
held for sale, the surrender of select bank-owned life insurance
policies, and an increase in deposits.  Cash and cash equivalents
increased to $63.7 million at March 31, 2009 compared to $7.9
million at December 31, 2008, representing an improvement in the
Bank's liquidity position.  Loans decreased to $842.9 million at
March 31, 2009 compared to $871.2 million at December 31, 2008.
For the three-month period ended March 31, 2009, the bulk of the
decrease in the loan portfolio occurred in one-to-four family
loans, which decreased $17.1 million (3.4%), and construction and
land development loans, which decreased $5.4 million (3.5%).

Cooperative Bank halted or slowed the origination of loans held
for investment beginning in the last quarter of 2008 to comply
with regulatory directives and to improve its capital ratios.
Deposits at March 31, 2009 increased $72.3 million for the
quarter, partially offset by a reduction in borrowings of $56.1
million.

At March 31, 2009, stockholders' equity was $20.5 million and
represented 2.12% of assets, compared to $19.6 million
representing 2.06% of assets at December 31, 2008.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3d45

                      About Cooperative Bank

Cooperative Bankshares, Inc., serves as the holding company for
Cooperative Bank, a North Carolina chartered commercial bank.
Bankshares' primary activities consist of holding the stock of
Cooperative Bank and operating the business of the Bank and its
subsidiaries.  Bankshares formed Cooperative Bankshares Capital
Trust I, which is wholly owned by Bankshares, on August 30, 2005
to facilitate the issuance of trust preferred securities totaling
$15.0 million.

Chartered in 1898, Cooperative Bank's headquarters are located in
Wilmington, North Carolina.  Cooperative operates 22 offices in
North Carolina and three offices in South Carolina.  Effective
December 31, 2002, the Bank converted its charter from that of a
state savings bank to a state commercial bank.  At December 31,
2008, Bankshares had total assets of $951.0 million, deposits of
$695.6 million, and stockholders' equity of $19.6 million.

The Bank's subsidiary, Lumina Mortgage, Inc., is a mortgage-
banking firm, originating and selling residential mortgage loans
through four offices in North Carolina.

                    Going Concern Consideration

Cooperative Bankshares entered into a stipulation and consent to
the issuance of a March 12, 2009 order to cease and desist with
the Federal Deposit Insurance Corporation and the North Carolina
Commissioner of Banks, whereby Cooperative Bank consented to the
issuance of an Order to Cease and Desist promulgated by the FDIC
and the Commissioner without admitting or denying the alleged
charges.

Cooperative Bankshares said the Order requires the Company to
increase capital ratios so that the Bank has a minimum Tier 1 Core
Capital ratio of 6% and a minimum Total Risk-Based Capital ratio
of 10% within 120 days of the date of the Order.  If Cooperative
Bankshares does not obtain additional capital, it does not expect
to meet the ratios set forth in the Order.  Failure to meet the
minimum ratios set forth in the Order could result in Cooperative
Bankshares' regulators taking additional enforcement actions
regarding the Bank.

"[E]ven if we are successful in meeting the capital ratios
mandated in the Order, we cannot assure you that we will not need
to raise additional capital in the future.  Additionally, because
of the Company's cumulative losses and its liquidity and capital
positions, the FDIC and the Commissioner may take additional
significant regulatory action against the Bank that could, among
other things, materially adversely impact the Company's
stockholders," Cooperative Bankshares said.

Dixon Hughes PLLC, in Greenville, North Carolina, in its April 30,
2009 audit report, said substantial doubt exists as to Cooperative
Bankshares' ability to continue as a going concern.


COOPERATIVE BANKSHARES: Retirement Plan Discloses 9.60% Stake
-------------------------------------------------------------
Cooperative Bank 401(K) Supplemental Retirement Plan discloses
holding 632,673 shares, or roughly 9.60%, of the common stock of
Cooperative Bankshares, Inc., as of May 21, 2009.

The shares are held in the 401(k) Savings Accounts and ESOP
Accounts under the Cooperative Bank 401(k) Supplemental Retirement
Plan.

As of April 30, 2009, 6,589,256 shares of Cooperative Bankshares
Common Stock were outstanding.

                      About Cooperative Bank

Cooperative Bankshares, Inc., serves as the holding company for
Cooperative Bank, a North Carolina chartered commercial bank.
Bankshares' primary activities consist of holding the stock of
Cooperative Bank and operating the business of the Bank and its
subsidiaries.  Bankshares formed Cooperative Bankshares Capital
Trust I, which is wholly owned by Bankshares, on August 30, 2005
to facilitate the issuance of trust preferred securities totaling
$15.0 million.

Chartered in 1898, Cooperative Bank's headquarters are located in
Wilmington, North Carolina.  Cooperative operates 22 offices in
North Carolina and three offices in South Carolina.  Effective
December 31, 2002, the Bank converted its charter from that of a
state savings bank to a state commercial bank.  At December 31,
2008, Bankshares had total assets of $951.0 million, deposits of
$695.6 million, and stockholders' equity of $19.6 million.

The Bank's subsidiary, Lumina Mortgage, Inc., is a mortgage-
banking firm, originating and selling residential mortgage loans
through four offices in North Carolina.

                    Going Concern Consideration

Cooperative Bankshares entered into a stipulation and consent to
the issuance of a March 12, 2009 order to cease and desist with
the Federal Deposit Insurance Corporation and the North Carolina
Commissioner of Banks, whereby Cooperative Bank consented to the
issuance of an Order to Cease and Desist promulgated by the FDIC
and the Commissioner without admitting or denying the alleged
charges.

Cooperative Bankshares said the Order requires the Company to
increase capital ratios so that the Bank has a minimum Tier 1 Core
Capital ratio of 6% and a minimum Total Risk-Based Capital ratio
of 10% within 120 days of the date of the Order.  If Cooperative
Bankshares does not obtain additional capital, it does not expect
to meet the ratios set forth in the Order.  Failure to meet the
minimum ratios set forth in the Order could result in Cooperative
Bankshares' regulators taking additional enforcement actions
regarding the Bank.

"[E]ven if we are successful in meeting the capital ratios
mandated in the Order, we cannot assure you that we will not need
to raise additional capital in the future.  Additionally, because
of the Company's cumulative losses and its liquidity and capital
positions, the FDIC and the Commissioner may take additional
significant regulatory action against the Bank that could, among
other things, materially adversely impact the Company's
stockholders," Cooperative Bankshares said.

Dixon Hughes PLLC, in Greenville, North Carolina, in its April 30,
2009 audit report, said substantial doubt exists as to Cooperative
Bankshares' ability to continue as a going concern.


COOPERATIVE BANKSHARES: Willetts Discloses 10.66% Equity Stake
--------------------------------------------------------------
Frederick Willetts, III, reports that he beneficially owns 705,432
shares, constituting 10.66% of the 6,589,256 outstanding shares of
Cooperative Bankshares, Inc. common stock.  Included in this
amount are 26,250 shares of common stock which Mr. Willetts has
the right to acquire under Cooperative Bankshares' stock option
plan.

Mr. Willetts has sole voting and dispositive power over:

   -- the 254,271 shares he holds directly;

   -- the 9,354 shares held in his childrens' trust, over which he
      serves as sole trustee;

   -- the 35,825 shares held in the Elizabeth Messick Willetts
      Medical Trust, over which he serves as sole trustee.

In addition, Mr. Willetts has sole voting and dispositive power
with respect to the 26,250 shares which he may acquire pursuant to
the exercise of currently exercisable stock options.

Mr. Willetts shares voting and dispositive power over the 159,812
shares held in two trusts for which he serves as co-trustee and
may be deemed to share voting and dispositive power with respect
to (i) the 3,547 shares held by his spouse; (ii) the 1,046 shares
for which his spouse serves as custodian for the benefit of their
children; (iii) the 101,120 shares held by his mother and her IRA
account; (iv) the 43,327 shares held by Helen Margaret Willetts;
(v) the 3,537 shares for which Helen Margaret Willetts serves as
custodian and trustee; and (vi) the 4,851 shares owned by
Elizabeth M. Willetts.

Mr. Willets shares voting power but has no dispositive power over
the 37,540 shares held in his personal 401(k) Savings Account
under the 401(k) Plan and the 24,952 shares held in his personal
ESOP Account under the 401(k) Plan.

                      About Cooperative Bank

Cooperative Bankshares, Inc., serves as the holding company for
Cooperative Bank, a North Carolina chartered commercial bank.
Bankshares' primary activities consist of holding the stock of
Cooperative Bank and operating the business of the Bank and its
subsidiaries.  Bankshares formed Cooperative Bankshares Capital
Trust I, which is wholly owned by Bankshares, on August 30, 2005
to facilitate the issuance of trust preferred securities totaling
$15.0 million.

Chartered in 1898, Cooperative Bank's headquarters are located in
Wilmington, North Carolina.  Cooperative operates 22 offices in
North Carolina and three offices in South Carolina.  Effective
December 31, 2002, the Bank converted its charter from that of a
state savings bank to a state commercial bank.  At December 31,
2008, Bankshares had total assets of $951.0 million, deposits of
$695.6 million, and stockholders' equity of $19.6 million.

The Bank's subsidiary, Lumina Mortgage, Inc., is a mortgage-
banking firm, originating and selling residential mortgage loans
through four offices in North Carolina.

                    Going Concern Consideration

Cooperative Bankshares entered into a stipulation and consent to
the issuance of a March 12, 2009 order to cease and desist with
the Federal Deposit Insurance Corporation and the North Carolina
Commissioner of Banks, whereby Cooperative Bank consented to the
issuance of an Order to Cease and Desist promulgated by the FDIC
and the Commissioner without admitting or denying the alleged
charges.

Cooperative Bankshares said the Order requires the Company to
increase capital ratios so that the Bank has a minimum Tier 1 Core
Capital ratio of 6% and a minimum Total Risk-Based Capital ratio
of 10% within 120 days of the date of the Order.  If Cooperative
Bankshares does not obtain additional capital, it does not expect
to meet the ratios set forth in the Order.  Failure to meet the
minimum ratios set forth in the Order could result in Cooperative
Bankshares' regulators taking additional enforcement actions
regarding the Bank.

"[E]ven if we are successful in meeting the capital ratios
mandated in the Order, we cannot assure you that we will not need
to raise additional capital in the future.  Additionally, because
of the Company's cumulative losses and its liquidity and capital
positions, the FDIC and the Commissioner may take additional
significant regulatory action against the Bank that could, among
other things, materially adversely impact the Company's
stockholders," Cooperative Bankshares said.

Dixon Hughes PLLC, in Greenville, North Carolina, in its April 30,
2009 audit report, said substantial doubt exists as to Cooperative
Bankshares' ability to continue as a going concern.


COYOTES HOCKEY: Rejection of Arena Pact Unavailing, Says Glendale
-----------------------------------------------------------------
Counsel to the city of Glendale, in Arizona, Cathy L. Reece,
Fennemore Craig, P.C., notes that the Phoenix Coyotes is bound by
an Arena Management, Use and Lease Agreement, under which it has
agreed to stay in the Glendale Arena for at least 30 National
Hockey League seasons.

Glendale has commenced an adversary proceeding against Coyotes
Hockey LLC and its affiliates, to enjoin the Debtors' from
proceeding with plans to move the Phoenix Coyotes team to southern
Ontario from Glendale.

On May 5, 2009, less than five years into the 30-year term of the
Use Agreement, Coyotes Hockey and related parties filed voluntary
petitions for relief under Chapter 11.  Coyotes Hockey submitted,
together with its petition, an asset purchase agreement with Jim
Balsillie's PSE Sports & Entertainment L.P., pursuant to which Mr.
Balsillie agreed to purchase the team for $212.5 million.  Mr.
Balsillie conveyed plans to transfer the team to southern Ontario.
The National Hockey League opposes the sale and the transfer,
citing that Phoenix Coyotes team owner Jerry Moyes, the chief
executive officer of Swift Transportation Co., doesn't have the
right to transfer the team.

The Team originated in 1972 as the Winnipeg Jets, joined the NHL
in 1979, and moved to Phoenix, Arizona under new ownership in
1995.  When the 1996 NHL season began, the Team played its home
games in the America West Arena in Phoenix.  Because the arena was
a state-of-the-art basketball facility that housed the Phoenix
Suns basketball team, it was ill suited for professional hockey
and playing in this venue caused the Coyotes financial hardship,
Ms. Reece recounts.

According to Ms. Reece, the Team found a solution to its arena
woes on November 29, 2001, when Coyotes Hockey entered into the
Use Agreement.  The City agreed to facilitate and provide
$183 million funding for the development of the 17,500 seat
Glendale Arena.  In return for the new arena and the City's
funding, the Debtor agreed and covenanted that it would stay at
the Arena for a period of at least 30 NHL seasons.

In light of the planned sale and transfer, the City of Glendale
asks the Bankruptcy Court to enjoin Coyotes Hockey, as well as its
agents, servants and employees, and all others acting in concert
or participating with it, from relocating or attempting to
relocate the Phoenix Coyotes hockey team.

Ms. Reece notes that the express "team use covenant" of the Use
Agreement provides that the Debtor may not relocate the Team until
the end of the 2035 NHL season, and calls for specific performance
should the Debtor breach that covenant.  The specific performance
provision is enforceable, and the Debtor may not reject the Use
Agreement, she asserts.  She notes that there is no provision in
the Use Agreement for early termination by the Debtor.

                     Rejection under Sec. 365

Glendale anticipates that the Debtor will argue the City cannot
succeed on the merits of its claim because the Debtor has a right
to reject the Use Agreement pursuant to Section 365 of the
Bankruptcy Code.  "This argument is unavailing," Ms. Reece
asserts.

Generally, a debtor in a chapter 11 case has the right to reject
executory contracts and leases pursuant to Section 365 of the
Bankruptcy Code if, in the exercise of its business judgment, it
can show to the court that rejection will benefit general
unsecured creditors.  However, citing In re Huang, 23 B.R. 798,
801 (B.A.P. 9th Cir. 1982) and In re Aslan, 65 B.R. 826, 831
(Bankr. C.D. Cal. 1986), Ms. Reece notes that courts in the Ninth
Circuit take a balancing of interests approach and weigh the harm
that rejection will cause to the affected creditor under the
contract or lease against the benefit or harm to other creditors
as well as the potential harm to the debtor.  According to
Ms. Reece, rejection of the Use Agreement will cause incalculable
harm to the City and its residents.  Apart from the harms that
cannot be adequately compensated by money damages, the City's
claim for damages will be well into the hundreds of millions of
dollars, she points out.

                       About Coyotes Hockey

Glendale, Arizona-based Dewey Ranch Hockey LLC and its affiliates,
including Coyotes Hockey LLC, own the Phoenix Coyotes team and
franchise in the National Hockey League.

Dewey Ranch, together with affiliates Arena Management Group, LLC,
Coyotes Holdings, LLC, and Coyotes Hockey, LLC, filed for Chapter
11 bankruptcy protection on May 5, 2009 (Bankr. D. Ariz. Case No.
09-09488), to implement a court-approved sale of Phoenix Coyotes
under the Bankruptcy Code.  The filing included a proposed sale of
the franchise to PSE Sports & Entertainment, LP, which would move
the franchise to southern Ontario, Canada.  Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, assists the Debtors in
their restructuring efforts.  Dewey Ranch listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


COYOTES HOCKEY: Jim Balsillie Applies NHL OK Purchase, Transfer
---------------------------------------------------------------
CBC reports that Jim Balsillie has filed a formal application with
the National Hockey League to buy Phoenix Coyotes from majority
owner Jerry Moyes.

As reported by the Troubled Company Reporter on May 19, 2009, Earl
Scudder of Phoenix Coyotes is seeking to sell the team to Canadian
Blackberry magnate Jim Balsillie for $212.5 million on the
condition that the team be moved to Hamilton in southern Ontario.
The lead attorney for the Phoenix Coyotes noted that NHL
commissioner Gary Bettman would rather return the Phoenix Coyotes
to Winnipeg than transfer it to southern Ontario.  Attorneys
representing Mr. Moyes emphasized that blocking the move to Canada
would breach U.S. and Canadian antitrust law.  NHL maintained that
its authority has been upheld by U.S. and Canadian courts.

According to CBC, Mr. Balsillie agreed to provide $17 million in
bridge financing to keep Phoenix Coyotes operating in advance of
the sale, which is being opposed by the NHL.

The U.S. Bankruptcy Court for the District of Arizona, says CBC,
has scheduled a hearing for June 22, at which it would rule on
whether the team can be relocated to remove Phoenix Coyotes from
bankruptcy.

Bankruptcy Judge Redfield T. Baum ordered NHL and Mr. Moyes into
mediation in an attempt to untangle the team's ownership situation
and potential sale and to help facilitate an agreement between the
two parties regarding control of the hockey team.  Judge Baum
questioned why the dispute between Phoenix Coyotes and NHL had
reached the Court without any prior attempts to settle the matter.
Judge Baum ordered a report on the progress of mediation by May
27, says the CBC report.

CBC notes that if the mediator can't get the parties to settle,
Judge Baum will rule on which side has control of Phoenix Coyotes.
Judge Baum, CBC states, can also agree to an extension at the
mediator's request.

                       About Coyotes Hockey

Glendale, Arizona-based Dewey Ranch Hockey LLC and its affiliates,
including Coyotes Hockey LLC, own the Phoenix Coyotes team and
franchise in the National Hockey League.

Dewey Ranch, together with affiliates Arena Management Group, LLC,
Coyotes Holdings, LLC, and Coyotes Hockey, LLC, filed for
Chapter 11 bankruptcy protection on May 5, 2009 (Bankr. D. Ariz.
Case No. 09-09488), to implement a court-approved sale of Phoenix
Coyotes under the Bankruptcy Code.  The filing included a proposed
sale of the franchise to PSE Sports & Entertainment, LP, which
would move the franchise to southern Ontario, Canada.  Thomas J.
Salerno, Esq., at Squire, Sanders & Dempsey, LLP, assists the
Debtors in their restructuring efforts.  Dewey Ranch listed
$100 million to $500 million in assets and $100 million to
$500 million in debts.


CRESCENT OIL: Former President Says Titan Global Swindled Firm
--------------------------------------------------------------
Steve Everly at The Kansas City Star reports that Phillip Near,
former Crescent Fuels Inc. president, has filed a lawsuit against
Titan Global Holdings Inc. for allegedly swindling the Company.

According to The Kansas City Star, Mr. Near claimed that Crescent
Fuels' financial difficulties were caused by Titan Global, which
looted the Company.  Court documents say that Mr. Near has lost
Crescent Fuels and his life savings, while those who did the
looting are now driving around Kansas in a luxury Bentley
automobile.  Mr. Near said in court documents that the defendants
lied, cheated and stole from Mr. Near.

Court documents say that Titan Global agreed to purchase Crescent
Fuels but never gave anything of value even though the defendant
took over the Company.

The Kansas City Star relates that Mr. Near was looking for a
partner or merger to continue to expand the business when he was
introduced to Titan Global.  Mr. Near said in court documents that
Tital Global was to merge with Crescent Fuels and name Mr. Near as
CEO.  The Kansas City Star relates that a deal was made and Mr.
Near's Crescent Fuels stock was sent to Titan Global's law firm,
which was to hold the stock pending the closing of the sale.  The
deal ran into problems, including Titan Global's agreement to
relieve Mr. Near of liability for a $35-million bank loan, but
that didn't happen and Mr. Near didn't get any payment for his
share of the Crescent Fuels, according to court documents.  Titan
Global acted as if the deal were done, court documents say.

The Kansas City Star quoted Michael Pospisil, who represents
Mr. Near in the case, as saying, "They came in and acted like they
owned the company and they kicked Phil out."

Mr. Near said in court documents that Titan Global milked Crescent
Fuels of cash.  Titan Global, The Kansas City Star relates, had
financial problems and was unable to buy wholesale fuel, so it
used Crescent Fuels' credit with suppliers to purchase about
$1.5 million of fuel, which wasn't repaid to the Company.  Court
documents say that other Crescent cash -- about $500,000 -- was
wired to persons connected with Titan Global.

The Kansas City Star reports that Mr. Near remains liable for
Crescent Fuels' $35 million bank loan, $6 million in unpaid fuel
taxes, $5 million to fuel suppliers and $1 million for leases.

St. Louis, Missouri-based Crescent Oil Company Inc. is a fuel
supplier for six Midwest states.  The Company and its affiliates -
- which includes Crescent Fuels, Inc., Berger -- filed for Chapter
11 bankruptcy protection on February 8, 2009 (Bankr. D. Kan. Case
No. 09-20258).  Lisa A. Epps, Esq., at Spencer Fane Britt & Browne
LLP assists the Debtors in their restructuring efforts.  According
to Bloomberg News, Crescent Oil listed $85.3 million in assets and
$88.8 million in debts.


CRUCIBLE MATERIAL: 3 Utilities Want Access to Escrowed Amounts
--------------------------------------------------------------
Three power utility companies -- Dominion Peoples, The East Ohio
Gas Company dba Dominion East Ohio, and West Penn Power Company
dba Allegheny Power -- assert that Crucible Materials Corporation
and its debtor-affiliates violated the Section 366(c)(2) of the
Bankruptcy Code, which requires the Debtors' to provide adequate
assurance of payment.

According to the power utility companies, the utility motion filed
by the Debtors failed to comply with Rule 9014(b) of the Federal
Rules of the Bankruptcy Procedures.  The Debtors did not provide
proper notice of their request in violation of the power
utilities' rights to due process, and evidence to substantiate the
accuracy of the Debtors' estimated escrow account deposit or the
actual monthly costs of their utility usage, says Maria Aprile
Sawczuk, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
the power utilities' co- counsel.

Ms. Sawczuk relates that the Debtors' elected to file the request
and sought ex parte Court approval for the escrow account that
will contain a deposit of $838,014, which purportedly equal to 50%
of their average aggregate monthly utility costs of $1,676,028
over the last six months.  However, the Debtors failed to (i)
identify who would hold the escrow account, (ii) how the power
utilities would access the escrow account, or (iii) what would
happen to the monies contained in that account in the event of
default by the Debtors concerning their postpetition financing,
she points out.

Mr. Sawczuk adds that the Debtors want to reduce the escrow
account for accounts that they terminate before confirming that
they have pain, in full, all postpetition amounts due on those
accounts.  If the power utilities are not permitted to apply funds
from the escrow account to final amounts due, then that account is
not really serving as security, she concluded.

Accordingly, the power utilities want the Debtors' utility motion
denied and award them the postpetition adequate assurance of
payment requested.

A hearing is set for May 28, 2009, at 11:30 a.m., to consider the
power companies' request.

               About Crucible Materials Corporation

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube makes stainless and alloy steel for use in
the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose to employ Duff & Phelps Securities LLP as
investment banker; RAS Management Advisors LLC as business
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors of Crucible Materials Corporation and its
debtor-affiliates.  The Debtors listed assets and debts both
ranging from $100 million to $500 million.


DM ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DM Electric, Inc.
        291 S. Sierra Way
        Suite B
        293 S. Sierra Way
        San Bernardino, CA 92408

Bankruptcy Case No.: 09-21085

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Steven P. Chang, Esq.
                  801 S Garfield Ave, Suite
                  Alhambra, CA 91801
                  Tel: (626) 281-1232
                  Email: schang@spclawoffice.com

Total Assets: $4,098,316

Total Debts: $7,782,367

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

          http://bankrupt.com/misc/cacb09-21085.pdf

The petition was signed by Daniel Moore, president of the Company.


DRUG FAIR: To Auction Off Trucks, Tractors; June 4 Sale Hearing
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Bankruptcy
Court for the District of Delaware will convene a hearing June 4
to consider Drug Fair Group Inc.'s proposal to auction of its
fleet of trucks and tractors.  Under the proposal, the auctioneer
will earn a 6% commission.  Drug Fair has sold or shut its stores
and no longer has any use for those vehicles.

As reported by the TCR on April 30, 2009, Drug Fair Group Inc. won
authorization from the U.S. Bankruptcy Court for the District of
Delaware to sell 31 stores for about $54 million to drugstore
chain Walgreen Co.  Drug Fair has signed an agreement with Hudson
Capital Partners LLC for going-out-of-business sales in 22 other
stores.

                       About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operated pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company was indirectly owned by Sun Capital Partners Inc., a
private-equity investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898)
Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers represent the Debtors in their
restructuring efforts.  The Debtors propose to employ Epiq
Bankruptcy Solutions, LLC, as claims agent.  The Debtors listed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


EUGENE BAKER: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Eugene Baker
               Kimberly Baker
               15218 E. Sage Drive
               Fountain Hills, AZ 85268

Bankruptcy Case No.: 09-11159

Chapter 11 Petition Date: May 21, 2009

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

Judge: Charles G. Case II

Debtors' Counsel: Brian N. Spector, Esq.
                  Jennings Strouss & Salmon, PLC
                  The Collier Center, 11th Fl.
                  201 E. Washington St.
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5977
                  Fax: (602) 495-2654
                  Email: bspector@jsslaw.com

Total Assets: $1,698,860

Total Debts: $18,259,296

A full-text copy of the Debtors' petition, including a list of
their 15 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/azb09-11159.pdf

The petition was signed by the Joint Debtors.


FOAMEX INT'L: To Re-Auction Assets After Bidder Cries Foul
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
reopened the auction for Foamex International Inc.'s assets after
MatlinPatterson Global Opportunities Partners protested when the
Debtor accepted a cash offer that is $5 million less from Wayzata
Capital Investment Partners LLC, according to Law360.

MatlinPatterson Global, the report says, alleged that the Debtor
threw out its $146.5 million offer in favor of Wayazata Capital's
$141.5 million cash bid.

Matlin's offer includes the assumption of $26.6 million in
liabilities, with most of the remainder representing financing for
the Debtor's reorganization process, according to the Troubled
Company Reporter on May 25, 2009.

                    About Foamex International

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

Foamex and eight affiliates first filed for Chapter 11 protection
on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  On February 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' reorganization plan.
The Plan became effective and the Company emerged from Chapter 11
bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the January 21 grace periods on the Company's $325 million first-
lien term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New
York, represent the Debtors as counsel.  Mark E. Felger, Esq., and
Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington,
Delaware, represent the Debtors as Delaware counsel.  Investment
banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP;
and claims and noticing agent is Epiq Bankruptcy Solutions LLC.
Sharon L. Levine, Esq., at Lowenstein Sandler, is counsel to the
Official Committee of Unsecured Creditors.  David M. Fournier,
Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport,
Esq., at Pepper Hamilton LLP, is the Committee's Delaware counsel.
As of September 28, 2008, the Debtors had $363,821,000 in assets,
and $379,710,000 in debts.


GENERAL MOTORS: Toyota Denies Plan to Give Technology for Hybrids
-----------------------------------------------------------------
Yoshio Takahashi at Dow Jones Newswires reports that Toyota Motor
Corp. denied on Monday that it is considering providing its
technology for hybrid vehicles to General Motors Corp.

According to The Yomiuri Shimbun, sources said that Toyota was
considering giving GM its patented technology for increasing fuel
economy.  Citing the sources, the report says that Toyota is ready
to provide the technology if GM asks it to do so, even if it files
for bankruptcy.

The Yomiuri Shimbun states that GM fell behind in the field of
environment-friendly technologies, which, along with increasing
gasoline prices caused, resulted in a sharp drop in sales of large
vehicles.  The Yomiuri Shimbun notes that Toyota is considering
offering indirect support for GM's reconstruction by providing the
company with its hybrid vehicle technology.  Toyota, according to
the report, would benefit by having its hybrid technology
effectively become the de facto world standard.

              GM Bankruptcy Inevitable, Experts Say

Joseph Szczesny at The Oakland Press relates that experts believe
that a bankruptcy filing by GM is inevitable.

As reported by the Troubled Company Reporter on May 25, 2009, GM
reached an agreement with the United Auto Workers to cut retiree
health-care obligations and labor costs.

The labor pact was too late, The Oakland Press states, citing
experts.

The Oakland Press quoted Brad Coulter of O'Keefe & Associates as
saying, "I do not think GM can avoid bankruptcy at this point.
While they have come to an agreement with the UAW, it will take
the powers of the bankruptcy court to impose the concessions
required from the bondholders and dealer base.  In addition, the
longer there is uncertainty on the filing, the longer GM sales
will suffer.  They need to file for bankruptcy and then work over
the next two months to resolve the case and emerge as the 'New GM'
by August and in time to launch the 2010 models."

Niall McGee at BNN relates that Standard and Poor's analyst Efraim
Levy said that he still expects GM to file for Chapter 11.  The
real key to saving GM is reaching an agreement with bondholders,
the report states, citing Mr. Levy.

         Three Executives Sell More Than 200,000 Shares

Dan Strumpf at The Associated Press reports that three top GM
executives sold almost 204,000 shares of the Company at prices
ranging between $1.09 and $1.25 per share.  According to The AP,
these executives disposed the shares on Tuesday:

     -- departing Vice Chairperson Bob Lutz, who sold 133,859
        shares;

     -- Vice Chairperson Thomas Stephens, who sold 49,011 shares;
        and

     -- Group Vice President Maureen Kempston Darkes, who sold
        20,745 shares.

The AP states that Messrs. Lutz and Stephens already unloaded GM
shares earlier this month.

The sale didn't indicate a lack of faith in the Company among the
executives, The AP says, citing GM spokesperson Julie Gibson.
According to the report, Ms. Gibson said that the executives had a
"small window" in which to sell the shares.

The AP notes that if GM files for bankruptcy, current shareholders
would almost certainly be wiped out.  The AP relates that under
GM's current restructuring plan, the federal government will take
a majority stake in GM, leaving existing shareholders highly
diluted.

                     About General Motors

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

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of $6.0 billion, including special items, in the first quarter of
2009.  This compares with a reported net loss of $3.3 billion in
the year-ago quarter.  Excluding special items, the Company
reported an adjusted net loss of $5.9 billion in the first quarter
of 2009 compared to an adjusted net loss of $381 million in the
first quarter of 2008.  As of March 31, 2009, GM had $82.2 billion
in total assets and $$172.8 billion in total liabilities,
resulting in $90.5 billion in stockholders' deficit.

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly $27 billion of
unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least $20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least $44 billion in debt
reduction.

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

A full-text copy of GM's viability plan presented in February 2009
is available at http://researcharchives.com/t/s?39a4

                      Going Concern Doubt

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.  The corporate credit rating remains unchanged,
at 'CC', reflecting its view of the likelihood that GM will
default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: Payment to UAW Lowered to 17.5% of Stock
--------------------------------------------------------
John D. Stoll, Sharon Terlep, and Jeff Mccracken at The Wall
Street Journal report that the United Auto Workers Union has
agreed that its healthcare trust get a 17.5% stake in General
Motors Corp., a smaller stake compared to the previously agreed
39% stake, in exchange for significant retiree health-care
concessions.

As reported by the Troubled Company Reporter on May 25, 2009, GM
reached an agreement with UAW to cut retiree health-care
obligations and labor costs, including cost-of-living allowances,
bonuses, and some holidays.  GM would also consolidate of job
classifications, while wages would remain unchanged; create a
provision for future job buyouts; and ban strikes until 2015.  GM
sought a deal with the union to reduce by at least half the
$20 billion in cash it owes for retiree health care benefits, and
cut at least $1 billion off annual hourly labor costs that reached
$8 billion last year.  GM, in exchange for receiving the right to
use stock instead of cash to fund half of its $20 billion
liability to a retiree health-care trust, offered the union about
39% of the Company's equity and representation on its board.

Citing people familiar with the matter, WSJ relates that UAW
sought for a lower stake in GM in exchange for preferred shares
and debt it considered less risky.  WSJ states that under the
previous agreement, GM would have given the UAW $10 billion in
already-set-aside assets, a $2.5 billion note, a $6.5 preferred-
equity stake, and 17.5% of GM's shares with the option for up to
20% over time, to fund the healthcare trust.  UAW would also get a
seat on GM's board, under the previous agreement, WSJ says.  The
union, concerned that GM's viability was based on an increasingly
unlikely U.S. auto-sales rate of 10 million vehicles per year,
instead sought the preferred stock that will pay out a
$585 million annual dividend, the report states.

People familiar with the matter said that UAW agreed to let GM
make additional buyout offers for the 60,000 people employed at
the Company's U.S. factories, and to not to hold strike before
2015, WSJ states.  According to WSJ, wages are expected to remain
unchanged, but employees on temporary layoff will see a reduction
in supplemental unemployment pay.  In exchange, GM agreed to take
back five car-parts plants from Delphi Corp. and use an idled GM
plant to make small and compact cars, WSJ says.

According to WSJ, the new restructuring plan would increase the
U.S. government's stake in GM to as much as 70%, from $50%.

                 Update on Talks With Bondholders

WSJ reports that GM would provide an update on its negotiations on
a $27 billion debt-for-equity swap with thousands of unsecured
bondholders as early as May 27.  Citing a person familiar with the
matter, WSJ says that very few bondholders had agreed to the debt
swap as of Tuesday.

Sharon Terlep at Dow Jones Newswires reports that Jim Graves, a
former software developer who is part of a group called the Main
Street Bondholders, has resigned from the committee negotiating a
debt exchange with General Motors Corp.

According to Dow Jones, Mr. Graves is the sole person representing
individual GM bondholders on the committee.  He said that he
couldn't bring himself to either support or reject GM's proposal
that bondholders exchange $27 billion in debt for a 10% stake in
GM, Dow Jones relates.

Dow Jones states that the bondholders committee in talks with GM
and the U.S. Treasury had been comprised of institutional
bondholders, until a separate group of individual bondholders
holding about 20% of the Company's bond debt started to organize
in protest of the offer.  The effort resulted in Mr. Graves'
membership in the ad hoc committee, Dow Jones says.

GM, according to Dow Jones, is expected to disclose on May 27 how
many bondholders signed off on the debt swap.  People familiar
with the matter said that as of Tuesday evening, the number was
very low, Dow Jones reports.  Dow Jones relates that GM could
extend the deadline for the exchange to appeal to more
bondholders.

        Secured Bank Lenders to Get Recovery on $6BB Loans

Two sources said that under bankruptcy plan being finalized this
week by the U.S. Treasury, secured bank lenders to General Motors
Corp. would get a full recovery on $6 billion in loans made to the
Company, Jeffrey Mccracken and John Stoll at The Wall Street
Journal report.

Citing people familiar with the matter, WSJ states that the
Treasury will inject $50 billion in various financings to back a
GM workout, most of which would take the form of company equity.
WSJ relates that the sources said that the reorganized GM is hoped
to have only $10 billion to $12 billion in debt once it emerges
from bankruptcy.  WSJ notes that the government had considered
letting GM exit bankruptcy with up to $40 billion in debt, but it
determined earlier this month that GM couldn't handle that amount.

                     About General Motors

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

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of $6.0 billion, including special items, in the first quarter of
2009.  This compares with a reported net loss of $3.3 billion in
the year-ago quarter.  Excluding special items, the Company
reported an adjusted net loss of $5.9 billion in the first quarter
of 2009 compared to an adjusted net loss of $381 million in the
first quarter of 2008.  As of March 31, 2009, GM had $82.2 billion
in total assets and $$172.8 billion in total liabilities,
resulting in $90.5 billion in stockholders' deficit.

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly $27 billion of
unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least $20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least $44 billion in debt
reduction.

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

A full-text copy of GM's viability plan presented in February 2009
is available at http://researcharchives.com/t/s?39a4

                      Going Concern Doubt

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.  The corporate credit rating remains unchanged,
at 'CC', reflecting its view of the likelihood that GM will
default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: Fiat Presses Takeover Offer for Opel
----------------------------------------------------
The Associated Press reports that Fiat SpA CEO Sergio Marchionne
has pressed his offer to take over General Motors Corp.'s Adam
Opel GmbH in direct talks with German Chancellor Angela Merkel.

According to The AP, Fiat spokesperson Gualberto Ranieri said that
Mr. Marchionne discussed the details of his bid with Ms. Merkel
for an hour.  "He outlined the Fiat offer and underlined the
various industrial aspects and the process of the Fiat proposal,"
the report quoted Mr. Ranieri as saying.

As reported by the Troubled Company Reporter on May 21, 2009, Opel
received three bids for the acquisition of a stake or the company
as a whole, GM Europe spokesperson Chris Preuss said.  Mr. Preuss
confirmed that the bids had been received.  Fiat SpA has been
negotiating with GM for months about a potential merger with the
Company's European and Latin American operations.  Fiat wants to
integrate the operations into a global alliance with its auto unit
and Chrysler LLC.  According to the report, Magna International
Inc. has also signaled its interest in GM Europe.

WSJ states that with many German politicians indicating a
preference for Magna International, Mr. Marchionne has sought to
dispel fears that Fiat's offer would mean drastic layoffs, telling
the Bild am Sonntag newspaper that "in the worst case, a maximum
of 2,000 jobs in Germany would be affected" by the planned
integration.

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

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of $6.0 billion, including special items, in the first quarter of
2009.  This compares with a reported net loss of $3.3 billion in
the year-ago quarter.  Excluding special items, the Company
reported an adjusted net loss of $5.9 billion in the first quarter
of 2009 compared to an adjusted net loss of $381 million in the
first quarter of 2008.  As of March 31, 2009, GM had $82.2 billion
in total assets and $$172.8 billion in total liabilities,
resulting in $90.5 billion in stockholders' deficit.

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly $27 billion of
unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least $20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least $44 billion in debt
reduction.

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

A full-text copy of GM's viability plan presented in February 2009
is available at http://researcharchives.com/t/s?39a4

                      Going Concern Doubt

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.  The corporate credit rating remains unchanged,
at 'CC', reflecting its view of the likelihood that GM will
default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: Shutdowns Force Aleris to Idle Plants
-----------------------------------------------------
Aleris International, Inc., plans to idle its plant in Coldwater,
Michigan, as well as other secondary aluminum alloy plants due to
the plans of General Motors Corp. and Chrysler, LLC, to shut down
their plants, according to a Steelguru report dated May 24, 2009.

An Aleris spokesperson said that the specific timing and length of
the shutdown will vary by plan based on current demand and
inventory levels, noting that employees will be recalled as Aleris
demand increases, the report said.

                    About Aleris International

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

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

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


GMAC LLC: DBRS Revises Ratings to Under Developing, Senior at CCC
-----------------------------------------------------------------
Dominion Bond Rating Service placed all ratings of GMAC LLC, and
its related subsidiaries, Under Review - Developing following the
Company's announced capital and liquidity actions.

The rating action considers GMAC's announcement that it had
received a $7.5 billion capital investment from the U.S Treasury.
The Treasury's capital infusion includes $4.0 billion of
Mandatorily Convertible Preferred membership interests and
warrants, which will be used to support the additional volume
associated with the agreement to support the origination of
Chrysler LLC related loans.  The remaining $3.5 billion of MCP is
applied towards the Supervisory Capital Assessment Program
requirement.  Under the S-CAP program, GMAC is required to raise
$11.5 billion of Tier 1 common or contingent common capital, of
which $9.1 billion must be new Tier 1 capital.  The $3.5 billion
investment by Treasury is considered new capital for GMAC and will
be applied towards the total and reduces the level of new capital
required to $5.6 billion.  DBRS views this transaction as a
significant step in the recapitalization of GMAC.  Furthermore,
GMAC is currently evaluating alternatives to meet the capital
requirements, but the Treasury has indicated that it may provide
additional new capital.

The rating action also factors GMAC's improving liquidity
position.  GMAC's approval to participate in the Federal Deposit
Insurance Corporation Temporary Liquidity Guarantee Program
bolsters the Company's funding profile.  This approval, which
allows GMAC to issue up to $7.4 billion of lower cost AAA-rated
FDIC guaranteed debt, relieves much of the near-term funding
pressure.  Further, liquidity is bolstered by the Federal
Reserve's granting of a 23A waiver, which permits GMAC to fund a
finite amount of GM-related retail and wholesale assets within its
Bank.  DBRS views this as an important step in achieving the
Company's long-term strategy of funding more auto related assets
through its bank, which has recently been renamed Ally Bank
(Ally).

DBRS views each of these actions positively, yet risks remain.  In
total the actions improve the Company's capital position, access
to liquidity, and ultimately provide a degree of stability to
GMAC's balance sheet, while removing much of the near-term
refinancing risk.  Moreover, DBRS believes GMAC's agreement to
provide financing to Chrysler related products will enhance and
diversify GMAC's retail and wholesale auto loan origination
volume.  However, negative rating pressure lingers.  DBRS remains
concerned about the uncertainties regarding the form and timing of
the resolution of a General Motors (GM) restructuring and any
impact this may have on GMAC's business and relationship with GM.
Further, although the US Treasury has stated that it may provide
additional capital support to GMAC, the form and timing of such
support remains unclear.

DBRS's review with Developing Implications recognizes the positive
developments, however significant uncertainties remain.  DBRS
continues to review GMAC's future earnings potential, its
liquidity profile, and its capitalization.  Included in its
review, DBRS will assess GMAC's ability to return to
profitability.  DBRS sees this as a challenge given the current
operating environment.  Moreover, DBRS will review GMAC's business
plan and its strategy for the medium-term given the recent
restructuring in the auto industry and the changing landscape for
Residential Capital LLC, its residential mortgage lending and
servicing unit.  Furthermore, DBRS will assess the Company's plans
to raise the additional required capital under S-CAP.

A full-text copy of DBRS' rating actions is available at no charge
at http://ResearchArchives.com/t/s?3d44


GOTTSCHALKS INC: To Auction Real Property Assets on May 28
----------------------------------------------------------
Gottschalks Inc. will auction on May 28, 2009, Thursday, its
interest in a non-residential real property.

Last week, the Debtor received a $17.7 million offer for its real
property from Forever 21 Retail Inc. under the purchase and sale
agreement filed before the U.S. Bankruptcy Court for the District
of Delaware.  Forever 21 said it will deposit $1.77 million to the
Debtor a day after the agreement is fully executed to secure the
performance of its obligations.

The sale is expected to close by June 12, 2009.

The Debtor supports Forever 21's offer, according to the
Troubled Company Reporter on May 25, 2009.  Forever 21 then
dropped the Debtor's River Park from its bid.  Shopping center
representatives have objected because some tenants have contracts
that require a full-service, upscale department store in River
Park, TCR noted.  Forever 21 said that it would rather focus on
plans for Fashion Fair mall, TCR added.

The Debtor said it will to pay Forever 21 $354,000 if it accepts a
different bid for the stores, TCR relates.

A full-text copy of the Debtor and Forever's purchase and sale
agreement is available for free at

               http://ResearchArchives.com/t/s?3d42

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

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


HILL COUNTRY: Can Access Cash Securing BofA Loan Until June 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized Hill Country Galleria, L.P., to access cash securing
repayment of loan from Bank of America, N.A., until 5:00 p.m.,
Central Time, on June 5, 2009.

As of Hill Country's petition date, the Debtor was indebted
$160,132,413 to Bank of America, N.A., as agent for secured
lenders under the construction loan dated July 27, 2006.

The Debtor granted the secured lenders a (i) mortgage on the
Debtor's real property and a security interest in the
improvements, fixtures, and other rights related thereto, and (ii)
a security interest in all, or substantially all, of the Debtor's
assets.  The Debtor also assigned certain of its rights to leases,
rents, contracts, and other agreements related to the real
property.

The Debtor is authorized to grant the secured lenders: (a) valid,
perfected, and enforceable, replacement liens on and first
priority postpetition security interest in all assets of the
Debtor; (b) an allowed administrative superpriority expense lien
on all of the postpetition collateral; and (c) the right to
continue to accrue and add to the prepetition indebtedness
expenses of the secured lenders incurred and to be incurred in
connection with negotiating, monitoring and implementing the cash
collateral.

                 About Hill Country Galleria, L.P.

Bee Cave, Texas-based Hill Country Galleria, L.P., is a single
asset real estate company.  The Company was formed for the purpose
of acquiring land and constructing, operating, managing, leasing
and disposing of a real estate development project known as Hill
Country Galleria.

The Company filed for Chapter 11 on May 4, 2009 (Bankr. W. D. Tex.
Case No. 09-11175).  Bryan L. Elwood, Esq., at Greenberg Traurig,
LLP, represents the Debtor in its restructuring efforts.  The
Debtor's assets and debts both range from $100 million to
$500 million.


HRP MYRTLE: HRP Creative Sues FPI MB for Trademark Infringement
---------------------------------------------------------------
The Associated Press reports that HRP Creative Services, the
original owner of the former Hard Rock Park in South Carolina, has
filed a lawsuit against the new owners, FPI MB Entertainment, for
trademark infringement.

Court documents say that HRP Creative Services is asking for
unspecified monetary damages.  The AP relates that HRP Creative
claims that FPI MB is using intellectual property that belongs to
the complainant, like rides and the park's layout.

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC, owned and operated Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  The
Company and six of its affiliates filed for Chapter 11 protection
on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193).
Attorneys at Richards, Layton & Finger represented the Debtors as
counsel.  Attorneys at Dorsey & Whitney LLP represented the
Official Committee of Unsecured Creditors.  HRP said in its
bankruptcy petition it had $100 million to $500 million in assets
and debts.  The Chapter 11 case was converted to liquidation
proceedings under Chapter 7 in January 2009.


INDUSTRIAL ENTERPRISES: Wants 15-Day Extension for SALs and SOFAs
-----------------------------------------------------------------
Industrial Enterprises of America, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend the time to file their schedules of assets and liabilities
and statements of financial affairs by an additional 15 days.

The Debtors relate that they needed more time to gather
information necessary to properly and accurately complete the
schedules and statements.  The Debtors add that one of their
secured lenders took possession of the assets of Pitt Penn Oil
Co., LLC, including its computers and servers which made the
preparation of the Schedules and Statements very difficult and
time consuming.

Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc. filed for Chapter 11 on May 1, 2009, (Bankr. D. Del. Case No.
09-11508) Pace Reich, Esq., represents the Debtors in their
restructuring efforts.  The Debtors listed total assets of
$50,476,697 and total debts of $17,853,997.


JSM4JC INVESTMENT: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: JSM4JC Investment Properties, LLC
        18199 Stoneridge St., Unit F
        South Bend, IN 46637

Bankruptcy Case No.: 09-32460

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
  JSM Auto, Inc.                                   09-32287
  Jeffrey Scott Miller And Wanda Janell Miller     09-32299

Chapter 11 Petition Date: May 25, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: James K. Tamke, Esq.
                  115 S. Lafayette Blvd., Suite 512
                  South Bend, IN 46601
                  Tel: (574) 289-8788
                  Email: tamke@attorney-cpa.com

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

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

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

      http://bankrupt.com/misc/innb09-32460.pdf

The petition was signed by Jeffrey S. Miller, president of the
Company.


KA AND KM DEVELOPMENT: Gets Initial OK on Latham Shuker as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized KA and KM Development, Inc., to employ Elizabeth A.
Green and the law firm of Latham Shuker Eden & Beaudine LLP as
counsel.

Latham Shuker is expected to:

   -- advise the Debtor's rights and duties in the Chapter 11
      case;

   -- prepare pleadings related to the Chapter 11 cases; and

   -- take any and all other necessary action incident to the
      proper preservation and administration of the estate.

Prior to the commencement of the Chapter 11 case, Latham Shuker
received an advanced retainer of $93,322 for postpetition services
and expenses in connection with the Chapter 11 case.

The Debtor paid Latham Shuker $93,493, on a current basis, for
services rendered prepetition.

The Court ordered that until September 17, 2009, Latham Shuker may
bill against the retainer on a monthly basis for 100% of its costs
and for 70% of its fees as they accrue without further order but
subject to final review and approval of the Court.

The Court will conduct a status conference on October 21, 2009, at
10:15 a.m., at which time the Court will hear any applications for
interim fees and reimbursement of expenses.  Objections, if any,
are due 20 days from the date of service of this order.

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

The firm can be reached at:

     Latham Shuker Eden & Beaudine LLP
     390 North Orange Avenue, Suite 600
     Orlando, FL 32801
     Tel: (407) 481-5800
     Fax: (407) 481-5801

                About KA and KM Development, Inc.

Orlando, Florida-based KA and KM Development, Inc., aka Villas at
Lake Eve and Lake Eve Resort filed for Chapter 11 on May 6, 2009
(Bankr. M. D. Fla. Case No. 09-06245).  Elizabeth A. Green, Esq.,
at Latham Shuker Eden & Beaudine LLP, represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


KA AND KM DEVELOPMENT: Wants Access to Cash Securing SunTrust Loan
------------------------------------------------------------------
KA and KM Development, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida for authority to access cash
securing repayment of loan from SunTrust Bank; and grant adequate
protection to the secured lender.

The Debtor owes SunTrust Bank $38,200,000 under a construction
loan agreement and mortgage note dated June 21, 2007.  The loan is
secured by a mortgage, assignment of rents and leases and security
agreement dated June 1, 2007.  The loan is also secured by a
collateral assignment of purchase and sale contracts, permits and
rights, dated June 21, 2007.

The Debtor estimates that it will require the use of $189,111 of
cash collateral to maintain operations for the next four weeks.

The Debtor proposes to grant SunTrust a replacement lien to the
same validity, extent, and priority as its prepetition lien.

                 About KA and KM Development, Inc.

Orlando, Florida-based KA and KM Development, Inc., aka Villas at
Lake Eve and Lake Eve Resort filed for Chapter 11 on May 6, 2009
(Bankr. M. D. Fla. Case No. 09-06245).  Elizabeth A. Green, Esq.,
at Latham Shuker Eden & Beaudine LLP, represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


INTERLAKE MATERIAL: Can File Plan Until August 3
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Interlake Material Handling, Inc., et al.'s exclusive
period to file a plan to August 3, 2009, and their exclusive
period to solicit acceptances of that plan to September 30, 2009.

This is the first extension of the Debtors' exclusive periods.

In papers filed with the Court, the Debtors related that they have
still to complete discussions with the official committee of
unsecured creditors and their lenders regarding the terms of a
consensual Chapter 11 plan.  The Debtors said they hope to reach
agreement on the principal terms of a plan within the next few
weeks.

                     About Interlake Material

Headquartered in Naperville, Illinois, Interlake Material
Handling, Inc. -- http://www.interlake.com/-- makes steel storage
racks in the United States.  The Company and three of its
affiliates filed for protection on January 5, 2009 (Bankr. D. Del.
Lead Case No. 09-10019).  Winston & Strawn LLP represents the
Debtors in their restructuring efforts.  Young, Conaway, Stargatt
& Taylor LLP is the Debtors' local counsel.  Lake Pointe Partners,
LLC is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the claims agent for the Debtors.  Lowenstein
Sandler PC represents the official committee of unsecured
creditors as counsel.  Stevens & Lee, P.C., represents the
committee as Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERLAKE MATERIAL: Seeks RSS Holdings-Led Sale of J&D Assets
-------------------------------------------------------------
Interlake Material Handling, Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve
procedures for the sale of a portion of J&D & Company, LLC's
assets, free and clear of all liens and encumbrances, to RSS
Holdings, LLC, subject to higher or otherwise better offers at an
auction.

J&D is a wholly owned subsidiary of United Fixtures Company, Inc.
which, in turn, is a wholly owned subsidiary of UFC Interlake
Holding Co.  J&D filed for bankruptcy on May 20, 2009, in order to
effectuate the sale of of a significant portion of its assets.

RSS Holdings has agreed to purchase the assets related to J&D's
Retail Service Solutions Division, including inventory, accounts
receivable, fixed assets, permits, intellectual property, and
Purchased Contracts, for a purchase price of approximately
$3,200,000, comprised of $900,000 in cash and the assumption of
specified Assumed Liabilities.

The Debtors also ask the Court for authority to pay purchaser a
break-up fee of $55,000, in the event of the sale to another
bidder at the auction.

Debtors state that two insiders of J&D will be minority owners of
the purchaser: Jeff Nicklaus, the current president of J&D, and
Robert Blake-Ward, a current vice presidentof J&D.  Messrs.
Nicklaus and Blake-Ward will both also hold officer positions in
purchaser upon consummation of the sale.

A copy of the proposed bid procedures and asset purchase agreement
with RSS Holdings LLC, dated as of May 20, 2009, is available at
http://bankrupt.com/misc/Interlake,APA.pdf

The Debtors have not disclosed any other details pertaining to the
sale, including bid deadlines and the date of the proposed auction
sale.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The Company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP is
the Debtors' local counsel.  Lake Pointe Partners, LLC is the
Debtors' financial advisor.  Kurtzman Carson Consultants LLC is
the claims agent for the Debtors.  Lowenstein Sandler PC
represents the official committee of unsecured creditors as
counsel.  Stevens & Lee, P.C., represents the committee as
Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


IRISH PUB: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Irish Pub - Arrowhead LLC
        5821 E. Larkspur Dr.
        Scottsdale, AZ 85254

Bankruptcy Case No.: 09-11124

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Irish Pub - Arrowhead Land LLC                  09-11137

Chapter 11 Petition Date: May 21, 2009

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

Judge: Chief Judge Redfield T. Baum Sr.

Debtor's Counsel: John J. Hebert, Esq.
                  Polsinelli Shughart, P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  Email: jhebert@polsinelli.com

                  Wesley Denton Ray, Esq.
                  Polsinelli Shughart
                  3636 N Central Ave #1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2005
                  Fax: (602) 926-2751
                  Email: wray@polsinelli.com

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/azb09-11124.pdf

The petition was signed by Steve Goumas.


LANDAMERICA FINANCIAL: Court OKs Sale of Warranty Biz to BPG
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized LandAmerica Financial Group Inc. to sell its home
warranty and inspection businesses Buyers Protection Group Inc.
for $12.2 million.  According to Bill Rochelle at Bloomberg, the
price rose $2.2 million at auction, where Buyers Protection was
the stalking horse bidder.

LandAmerica filed papers last week asking the Bankruptcy Court to
approve a performance incentive plan for 17 employees.  The Debto
says that the PIP is designed to maximize the assets available for
distribution to creditors by providing incentives to 17 key
employees, to assist the Debtors with the completion of specific
tasks critical to these cases. 13 of the 17 key employees are not
officers of LFG, and none of the key employees exercise control
over the Debtors or perform any executive function.
If all Bonus Awards are paid in full, the maximum aggregate cost
of PIP will be $499,571.00, or approximately $20,387 per Key
Employee.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe and Asia.

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

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

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

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


LIA REALTY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Lia Realty, LLC
        P O Box 2439
        Lenox, MA 01240

Bankruptcy Case No.: 09-30867

Chapter 11 Petition Date: May 22, 2009

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

Judge: Henry J. Boroff

Debtor's Counsel: Richard I. Isacoff, Esq.
                  100 North Street, Suite 405
                  Pittsfield, MA 01201
                  Tel: (413) 443-8164
                  Fax: (413) 443-8171
                  Email: rii@isacofflaw.com

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

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

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

          http://bankrupt.com/misc/mab09-30867.pdf

The petition was signed by James Sarvis, president of the Company.


LYNNWOOD SEPTIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lynnwood Septic Tank Co., Inc.
           dba Torset Excavating
        1030 Ave. D #2
        Snohomish, WA 98290

Bankruptcy Case No.: 09-15013

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Lawrence K. Engel, Esq.
                  Attorney at Law
                  40 Lake Bellevue, Suite 100
                  PO Box 580
                  Bellevue, WA 98009
                  Tel: (425) 688-2999/ (425) 454-5500
                  Email: engelpleadings@hotmail.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/wawb09-15013.pdf

The petition was signed by Ladon Torset, president of the Company.


MAGNUS OIL AND GAS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Magnus Oil and Gas Corporation
           aka ranscontinental Minerals Corp
        10077 Grogan's Mill Road
        The Woodlands, TX 77380

Bankruptcy Case No.: 09-33544

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Gregory Louis Sweeney, Esq.
                  Attorneys & Counselors
                  9525 Katy Fwy, Suite 450
                  Houston, TX 77024
                  Tel: (713) 464-3000
                  Email: gsweeneylaw@juno.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Arturo Hernandez, vice president -
finance of the Company.


MAHALO ENERGY: Files for CCAA Protection; Alger is Monitor
----------------------------------------------------------
Mahalo Energy Ltd. obtained an order May 22 from the Court of
Queen's Bench of Alberta, Judicial District of Calgary for
protection under the Companies' Creditors Arrangement Act
(Canada).  Alger & Associates Inc. was appointed monitor under
the order.  Subject to the order, proceedings by creditors and
others cannot be continued or commenced without the
consent of Mahalo and the monitor, or leave of the court.  A copy
of the order will be made available on the monitor's Web site.

Management of the Company has been exploring strategic
alternatives since the fall of 2008 and has had discussions with a
number of interested parties.  To date, no satisfactory offers or
proposals have been made and management has concluded that no
transaction is likely to take place in the immediate future.

The order permits Mahalo to remain in possession and control of
its property, carry on its business and retain employees while the
Company continues its previously announced process to evaluate
strategic alternatives available to the Company, including the
sale of Mahalo or its assets.

Mahalo is a junior, unconventional natural gas company, focusing
on the development and production of coal bed methane and shale
gas prospects in the United States.


MAHALO ENERGY: U.S. Unit Files for Chapter 11, to Sell to Lenders
-----------------------------------------------------------------
Mahalo Energy Ltd. announced May 22 that its wholly owned
subsidiary Mahalo Energy (USA) Inc., a corporation organized under
the laws of the State of Delaware, is filing for Chapter 11
bankruptcy protection under the United States Bankruptcy Code.

Management of the Company has been exploring strategic
alternatives since the fall of 2008 and has had discussions with a
number of interested parties.  To date, no satisfactory offers or
proposals have been made and management has concluded that no
transaction is likely to take place in the immediate future,
Mahalo Energy Ltd. said.

The order permits Mahalo to remain in possession and control of
its property, carry on its business, retain employees and other
service providers and continue with its previously announced
process to evaluate strategic alternatives available to the
Company, including a sale of Mahalo or its assets.

The Company also announced that it has entered into a financing
commitment with Ableco Finance, LLC for debtor-in-possession
financing totaling approximately $2 million for its U.S.
subsidiary.  These arrangements are subject to customary approval
of the Courts in the United States and will allow the Company to
meet current operating needs, including wages, benefits and other
operating expenses.

According to Bloomberg's Bill Rochelle, Mahalo Energy (USA) Inc.,
has a contract for the sale of the assets to secured lenders
Ableco Finance LLC and Wells Fargo Foothill LLC.  The sale
contract provides for the lenders to receive the assets in
exchange for up to $73 million in debt plus $350,000
cash.  The agreement requires having the bankruptcy court approve
sales procedures within 18 days, with an auction not more than
30 days later and completion of the sale 30 days after that.

                       About Mahalo Energy

Mahalo Energy Ltd. is a junior, unconventional natural gas
company, focusing on the development and production of coal bed
methane and shale gas prospects in the United States.

Mahalo Energy's U.S. unit, Mahalo Energy (USA), Inc., filed for
Chapter 11 on May 21, 2009 (Bank. E. D. Oklahoma Case No. 09-
80795).  Stephen W. Elliott, Esq., at Kline, Kline, Elliot &
Bryant, PC, is counsel to the Debtor.  In its Chapter 11 petition,
the Debtor estimated $10 million to $50 million in assets and
$100 million to $500 million in debts.


MUZAK HOLDINGS: Court Set July 2 Bar Date for Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established July 2, 2009, at 5:00 p.m. prevailing Eastern Time, as
the general bar date for the filing of proofs of claim, including
503(b)(9) claims, in Muzak Holdings LLC, et al.'s bankruptcy
cases.

The governmental bar date is August 10, 2009, at 5:00 p.m.
prevailing Eastern Time.

Proofs of claim must be filed, including supporting documentation,
by U.S. Mail or other hand delivery system, so as to be actually
received by Epiq Bankruptcy Solutions, LLC, the Debtors' claims
and noticing agent, on or before the general bar date or the
governmental bar date, as applicable, at this address:

a) if by first-class mail:

    Muzak Holdings LLC Claims Processing Center
    c/o Epiq Bankruptcy Solutions, LLC
    FDR Station, P.O. Box 5269
    New York, NY 10150-5269

b) If by Hand Delivery or Overnight mail:

    Muzak Holdings LLC Claim Processing Center
    c/o Epiq Bankruptcy Solutions, LLC
    757 Third Avenue, 3rd Floor
    New York, NY 10017

Proofs of claim submitted by facsimile or electronic mail will not
be accepted.

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  In its bankruptcy petition, the
Company estimated assets and debts of $100 million to
$500 million each.


MUZAK HOLDINGS: Muzak LLC Files Schedules of Assets and Debts
-------------------------------------------------------------
Muzak LLC filed with the U.S. Bankruptcy Court for the District of
Delaware on May 18, 2009, amended schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------    -------------
  A. Real Property                  $254,408
  B. Personal Property          $119,270,080
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $101,325,000
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $353,309,100
                                ------------     ------------
TOTAL                           $119,524,489     $454,634,100

A copy of Muzak LLC's amended schedules is available at:

        http://bankrupt.com/misc/MuzakLLC.AmendedSAL.pdf

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  In its bankruptcy petition, the
Company estimated assets and debts of $100 million to
$500 million each.


NOBLE INTERNATIONAL: Creditors Appeal ArcelorMittal-Led Auction
---------------------------------------------------------------
Noble International Ltd. obtained approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan of a sale
process for its European business, under which ArcelorMittal SA,
its prior owner, will be the stalking horse bidder at a May 28
auction.  Noble is scheduled to seek approval of the sale to
Luxembourg-based ArcelorMittal or to the winning bidder at a
hearing on May 29.

While Noble International has not yet convened an auction, the
official committee of unsecured creditors has said it is taking an
appeal to the District Court from Judge Marci B. McIvor's order
approving the auction procedures.  The Creditors Committee wants
the sale processed stayed pending its appeal because, among other
things, the Bankruptcy Court "erred, as a matter of fact and of
law, in granting the Sale Motion and in entering the Order."

As reported by the TCR on May 21, 2009, Noble International has
signed a deal under which it will sell all issued and outstanding
Shares of Noble European Holdings BV together with the direct and
indirect holdings and assets of Noble BV to steelmaker
ArcelorMittal absent higher and better bids for the business.  The
Debtor has selected ArcelorMittal's offer -- payment of $2.1
million cash, assumption of all debt, aggregating EUR80.24
million, and retention by Noble BV of the proceeds of its sale of
its 49% equity interest in Sumisho Noble (Thailand) Co., Ltd., and
certain related contract rights -- as the stalking horse bid.
While the amount of the minimum bid by rival bidders was not
stated, the sale motion provides that a competing bidder must
provide a bona fide offer that would result in greater economic
value being received for the benefit of the Noble's creditors than
under the APA.  A copy of the Asset Purchase Agreement signed by
Noble International and ArcelorMittal is available for free at:

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

Noble BV owns approximately 17 operating entities in Europe,
engaged in the production of automotive parts. Noble BV, as of
December 31, 2008, had assets in excess of $235 million and a
stated equity of $49 million per the Asset Purchase Agreement, the
Committee points out.

The Creditors Committee asserts the Bankruptcy Court committed
error in for these reasons:

  --  The Court approved a negotiated break-up fee (negotiated
      between the Debtors and ArcelorMittal but over the objection
      of the Committee) of $2,100,000 based on its determination
      that the consideration being paid by ArcelorMittal under the
      APA was in the $150,000,000 range, rather than $2,100,000,
      as set forth in the APA governing the Sale.

  -- In establishing the break-up fee at $2,100,000, the
     incremental overbid of the first incremental bidder was
     established to be $2,100,000 higher than the initial bid of
     ArcelorMittal, also coincidentally in the amount of
     $2,100,000.  Therefore, a competitive bidder would be
     required to place an initial opening bid of $4,300,000, based
     on the setting of the break-up fee at $2,100,000.  If the
     sale is permitted to proceed with this artificially high
     incremental bid amount, the bidding could be seriously
     chilled.

  -- The Court made certain factual findings or assumed certain
     factual representations provided through competing offers of
     proof, instead of taking testimony to resolve the conflicting
     issues of fact raised in the conflicting offers of proof.

The Creditors Committee previously tried, but failed, to block the
proposed sale process, saying that it unduly hurried process that
unfairly favors ArcelorMittal, an insider and the proposed
Stalking Horse Bidder.  ArcelorMittal is the 58.8% majority
shareholder of Noble International and holds or controls all board
seats.  ArcelorMittal was the prior owner of Noble Europe before
ArcelorMittal sold it to Noble for approximately $300 million in
2007.  According to the Committee, ArcelorMittal now seeks to
repurchase the same assets, within approximately 2 years time for
$292.9 million less.

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).
The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel. Conway Mackenzie, Inc., has been tapped as the
Debtors' financial advisors.  The official committee of unsecured
creditors is represented by Jaffe Raitt Heuer & Weiss, P.C.
The Debtors disclosed total assets of $190,763,000 and total debts
of $38,691,000, as of January 10, 2009.


NORWOOD PROMOTIONAL: Taps Kirkland & Ellis as Bankruptcy Counsel
----------------------------------------------------------------
Norwood Promotional Products Holdings Inc. and its debtor
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware's consent to employ Kirkland & Ellis LLP as restructuring
counsel.

K&E will, among other things:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses;

   b) advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11; and

   c) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest.

K&E will coordinate its efforts with Young Conaway Stargatt &
Taylor, LLP, as co-counsel to avoid duplication of efforts.

K&E received a $750,000 advanced retainer and placed the amount in
its general cash account.  As of the petition date, the Debtors do
not owe any amounts for legal services rendered prepetition.

David L. Eaton, a partner at K&E, tells the Court that the hourly
rates of K&E personnel are:

     Partners                   $550 - $1,045
     Of Counsel                 $390 -   $965
     Associates                 $320 -   $660
     Paraprofessionals          $110 -   $280

Mr. Eaton adds that he and Lisa G. Laukitis will have primary
responsibility in the Chapter 11 cases.

Mr. Eaton assures the Court that K&E is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Eaton can be reached at:

     Kirkland & Ellis LLP
     300 North LaSalle
     Chicago, IL 60654
     Tel: +1 312-862-2000
     Fax: +1 312-862-2200

                      About Norwood Promotional

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc. and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case. The Debtors hired Margaret
Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor, as counsel.  Epiq Bankruptcy
Solutions, LLC, has been hired as claims and noticing agent.  The
Company said it had assets of $150 million against debt of
$295 million.


NORWOOD PROMOTIONAL: Proposes Young Conaway as Co-Counsel
---------------------------------------------------------
Norwood Promotional Products Holdings Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Young Conaway Stargatt & Taylor,
LLP, as co-counsel.

Young Conaway will, among other things:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtor-in-possession in the continued operation of
      their business and management of their properties;

   b) pursue the confirmation of a Chapter 11 Plan of
      Reorganization and approval of the corresponding
      solicitation procedures and disclosure statement; and

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers.

Young Conaway discussed division of responsibilities with Kirkland
& Ellis LLP, the proposed counsel, to avoid duplication of
efforts.

Young Conaway received a $50,000 retainer in connection with the
planning and preparation of a Chapter 11 filing and the
postpetition representation.  The amount of retainer was increased
by $60,000.  A portion of the retainer was applied to cover the
fees and expenses incurred by Young Conaway through the
commencement of the Chapter 11 cases.  The remainder of the
retainer will constitute a general retainer as security for
postpetition services and expenses.

The hourly rates of Young Conaway's personnel are:

     Pauline K. Morgan, partner                $600
     Edmon L. Morton, partner                  $480
     David R. Hurst, partner                   $480
     Margaret Whiteman Greecher, associate     $310
     Jaime Luton, associate                    $265
     Tracy Amoroso, paralegal                  $125

Ms. Morgan assures the Court that Young Conaway is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ms. Morgan can be reached at:

     Young Conaway Stargatt & Taylor, LLP
     The Brandywine Building, 17th Floor
     1000 West Street, Wilmington, DE 19801

                     About Norwood Promotional

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


NORWOOD PROMOTIONAL: Wants Additional 30 Days in Schedules Filing
------------------------------------------------------------------
Norwood Promotional Products Holdings Inc. and its debtor
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend for an additional 30 days, the time to file
their:

   i) schedules of assets and liabilities;
  ii) schedules of current income and expenditures;
iii) schedules of executory contracts;
  iv) unexpired leases; and
   v) statement of financial affairs.

The Debtors needed more time to finish the compilation of
information required to complete its schedules and statements.

                      About Norwood Promotional

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc. and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


PILGRIM'S PRIDE: Completes Foster Farms Sale, Repays DIP Credit
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg, Pilgrim's Pride Corp.
completed the sale of a processing plant in Farmerville,
Louisiana.  The report relates that the final price was $72.3
million, lower than the originally announced $80 million, because
of inventory adjustments.

Pilgrim's Pride said in a statement last week that it has fully
repaid the $450 million financing for the Chapter 11
reorganization.  Proceeds from the Foster Farms sale are being
held for use in operations, Bloomberg says.

As reported by the TCR on May 22, Pilgrim's Pride obtained
permission from Judge D. Michael Lynn of the U.S. District Court
for the Northern District of Texas, Forth Worth Division, to sell
their Farmerville, Louisiana facility to Foster Poultry Farms.

Assets included in the sale are:

   (1) A chicken processing plant, which includes the plant,
       truck shop, micro laboratory, dry goods, storage warehouse
       and all its attached structures, and a protein conversion
       plant in Farmerville; a hatchery and an administrative
       office in Choudrant, Louisiana; a hatchery in Athens,
       Louisiana; and a feed mill in Arcadia, Louisiana; and

   (2) All of PPC's and its subsidiaries' right, title and
       interest in and to all of the Purchased Contracts and the
       other Assets and Properties located at the Facilities or
       the use of which is necessary or primarily related to the
       operation of the Facilities, including, among others:

          -- the real property used primarily in the operation of
             the Facilities;

          -- all packaging, ingredients, maintenance, repair and
             operations and product supply inventories that are
             owned by PPC or its subsidiaries located at the
             Facilities; and

          -- inventory, if any, owned by PPC or its subsidiaries
             located at the Facilities.

                  About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PLAZA MANAGEMENT: New Jersey Court Approves Ch. 15 Petition
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey granted
Plaza Management Overseas SA relief under Chapter 15 and ruled
that Plaza Management's bankruptcy in the British Virgin Islands
is the "foreign main proceeding," Bloomberg's Bill Rochelle
reported.  According to the report, Plaza Management obtained the
ruling after it reached a settlement with an affiliate of Zurich-
based Credit Suisse Group.

The Credit Suisse affiliate had previously argued in filing with
the U.S. Bankruptcy Court for the District of New Jersey that
there is "substantial evidence that the Debtors have attempted to
orchestrate a fraud" on lenders. Credit Suisse points to what it
called a "sham" settlement in which assets worth more than $340
million were transferred to a related party.  Saying it invested
more than $750 million, Credit Suisse then said that Plaza
Management is not eligible for Chapter 15 because the procedures
in the British Virgin Islands don't have court supervision and
aren't bankruptcy or insolvency proceedings.

Plaza Management Overseas SA is a family-owned manager of
investment portfolios.  It filed for Chapter 16 protection on
March 18 (Bankr. D. N.J., Case No. 09-16545).


PLIANT CORP: GE Capital to Arrange $135MM Revolving Loan for Exit
-----------------------------------------------------------------
Pliant Corporation and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authorization (a) to enter
into an engagement letter with GE Capital Markets, Inc. and
General Electric Capital Corporation, and to pay the fees
contemplated therein and (b) at the conclusion of GE's due
diligence process, to enter into a fully underwritten exit
financing commitment for a revolving loan facility in an aggregate
principal amount of up to $135 million and pay any fees in
connection therewith.

The Debtors believe that GE's proposal contains the most
attractive terms for the Debtors' revolving loan needs.

A full-text copy of the engagement letter with GE and proposed
term sheet for the $135 million revolving credit facility is
available at:

    http://bankrupt.com/misc/Pliant.GE.EngagementLetter.pdf

Pliant Corp. filed with the Court on May 12, 2009, proposed
revisions to their First Amended Joint Plan of Reorganization.  A
key component of that Plan is the entry of the reorganized Debtors
into an Exit Financing Credit Agreement to provide sufficient
funding to meet their cash obligations under the Plan.

The Debtors tell the Court that they have estimated that they will
require exit facilities in the aggregate committed amount of at
least approximately $225 million and that they expect that the
exit financing will likely have three principal components: (1) an
asset-based revolving loan facility in the aggregate committed
amount of between $125 and $150 million, (2) a term loan facility
in the aggregate principal amount between $90 and $100 million and
(3) a foreign facility in the aggregate committed amount between
$10 and $15 million.

The GE Capital proposal addresses the asset-based revolving loan
facility, which is the first component.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for Chapter 11
protection on January 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
Canadian counsel.  As of September 30, 2005, the Company had
$604.3 million in total assets and $1.19 billion in total debts.
The Debtors emerged from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Committee
selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PEOPLES COMMUNITY: Barred From Selling and Servicing Mortgages
--------------------------------------------------------------
Peoples Community Bank, the wholly-owned banking subsidiary of
Peoples Community Bancorp, Inc., received on May 20, 2009, a
notice that the Bank's eligibility to sell mortgage loans to and
service mortgages for the Federal Home Loan Mortgage Corporation
has been terminated.

Pursuant to the FHLMC Single-Family Seller/Servicer Guide, the
Bank will timely file an appeal of this decision.  The termination
of the Bank's ability to service loans for FHLMC will result in
the charge-off of the Bank's servicing asset which amounted to
$453,000 at March 31, 2009.  This charge-off will be reflected
on the Company's operations for the three and six months ended
June 30, 2009.

Peoples Community Bancorp reported a net loss from operations of
$4.4 million for the quarter ended March 31, 2009.  Peoples
Community Bancorp had $675.4 million in total assets, $694.2
million in total liabilities and $18.8 million in stockholders'
deficit as of March 31, 2009.

As reported by the Troubled Company Reporter on May 25, 2009,
Peoples Community Bancorp and Peoples Community Bank entered into
a Purchase and Assumption Agreement with First Financial Bank,
N.A., the wholly owned subsidiary of First Financial Bancorp., for
the sale of certain of People Community's assets for approximately
$12 million.  The Assets to be sold includes 17 of People
Community's branch offices located in southwestern Ohio and
southeastern Indiana; approximately $260 million of certain
business and consumer loans and other assets; and the assumption
of approximately $310 million of the Bank's deposits and certain
other liabilities by First Financial.

Completion of the proposed transaction is subject to the approval
of the Office of Thrift Supervision.  The transaction contemplated
by the Agreement is expected to close during the third quarter of
2009, subject to the receipt of all necessary regulatory approvals
and the satisfaction of certain other closing conditions as set
forth in the Agreement.

Peoples Community was considered critically undercapitalized under
the regulatory framework for prompt corrective action.  Following
completion of the proposed transaction, the Bank expects to return
to a well capitalized status in accordance with the capital
restoration plan filed by the Bank with the Office of Thrift
Supervision on April 30, 2009.  The Bank will continue to conduct
banking operations from its two branches in Lebanon, Ohio, and
expects to retain approximately $325 million in assets, including
certain loans, investment securities and real estate assets as
well as certain liabilities.

                       Going Concern Doubt

The report of BKD, LLP, in Cincinnati, Ohio, the Company's
independent registered public accounting firm for the year ended
December 31, 2007, contained an explanatory paragraph as to the
Company's ability to continue as a going concern primarily due to
the Company's current lack of liquidity to repay its obligation
under an outstanding line of credit with Integra Bank, N.A.  The
line of credit is secured by all outstanding shares of common
stock of the Bank.

On April 2, 2008, the Company and the Bank each consented to the
terms of Cease and Desist Orders issued by the OTS, which require
the Company and the Bank to, among other things, file with the OTS
updated business plans.  The Orders prohibit the Bank from paying
cash dividends to the Company without the prior consent of the OTS
and the Company will be able to rely upon only a limited amount of
existing cash and cash equivalents for its liquidity.  Without the
ability to rely on dividends from the Bank, the Company will
require funds from other capital sources to meet its obligations
such as restructuring or replacing the line of credit.

The report of Plante & Moran, PLLC, in Columbus, Ohio, for the
year ended December 31, 2008, also contained an explanatory
paragraph as to the Company's ability to continue as a going
concern.  Reasons cited include the Bank's low level of capital,
exposure to significant regulatory sanctions and significant
losses from operations.

                       Integra Loan Default

As of December 31, 2007, Peoples Community was not in compliance
with certain covenants of its line of credit with Integra.  On
June 30, 2008, the loan matured and was due in full.  Effective
July 24, 2008, the Company entered into a forbearance agreement
with Integra regarding its $17.5 million line of credit.  The
forbearance was negotiated to extend the repayment period and
allow the Company to structure a transaction which would result in
repayment of the $17.5 million line of credit.

On December 31, 2008, the Company and Integra extended the
forbearance period to January 31, 2009.  The forbearance period
has expired and the Company is in default on its line of credit
with Integra.  The matter remains unresolved.

                  About Peoples Community Bancorp

Headquartered in West Chester, Ohio, Peoples Community Bancorp
Inc. (NasdaqGM: PCBI) -- http://www.pcbionline.com/-- is the
holding company for Peoples Community Bank, a federally chartered
savings bank with 19 full service offices in Butler, Warren and
Hamilton counties in southwestern Ohio and Dearborn and Ohio
counties in southeastern Indiana.


POMARE LTD: Court to Consider Sale to Maui Divers on June 22
------------------------------------------------------------
The U.S. Bankruptcy Court, District of Hawaii in Honolulu will
convene a hearing June 22 to consider approval of the sale of the
business of case Pomare Ltd., doing business as Hilo Hattie.
Maui Divers of Hawaii Ltd. has agreed to (i) pay $1 million to
cover the cost of curing defaults on contracts that are part of
the sale, and (ii) invest $2 million equity in the business.
Competing bids for the business will be accepted at the sale
hearing.

According to Bill Rochelle of Bloomberg, the official committee of
unsecured creditors found the buyer.  The Committee was given
authority from the bankruptcy judge to locate a buyer after the
creditors filed a motion for the appointment of a Chapter 11
trustee.

The sale, Bloomberg relates, has a deadline to close by June 22,
the date when the bankruptcy judge is scheduled to decide if there
should be a trustee or the case converted to a liquidation in
Chapter 7.

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, , a
tourist-destination retailer with operations chiefly in Hawaii.
The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the Official Committee of
Unsecured Creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PRECISION PARTS: Exclusive Plan Filing Period Extended to July 13
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Precision Parts International Services Corp., et al.'s
exclusive period to file a plan through July 13, 2009, and the
period to solicit acceptances of that plan through September 14,
2009.

The Debtors related that while they have completed the sale of a
substantial portion of their assets, additional assets remain to
be disposed.  The sale of substantially all of the Debtors' assets
to Cerion, LLC, closed on March 25, 2009.

The Debtors informed the Court that they will use the extension to
examine strategic alternatives with regard to their remaining
assets and to complete discussions with their lenders regarding
disposition of the sale proceeds.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on their behalf by Intermex Manufactura de Chihuahua under a
shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  When PPI Holdings, Inc.
filed for protection from its creditors, it listed assets of
between $100 million and $500 million, and the same range of debt.


PRINCETON OFFICE: Ordered to File Chapter 11 Plan by June 15
------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey has ordered Princeton Office Park, LP, to
file a Chapter 11 plan of reorganization and explanatory
disclosure statement by June 15, 2009.

Judge Kaplan also ordered the Debtor to comply with the operating
guidelines issued by the Office of the United States Trustee
particularly as they apply to the filing of operating reports and
payment of the required quarterly fees to the U.S. Trustee
pursuant to Sec. 1930 of the U.S. Code.

Headquartered in Morristown, New Jersey, Princeton Office Park,
LP, is a real estate development company.  The assets of the
Company consist of approximately 220,000 square feet of building
on 37 acres located at 4100 Quakerbridge Road, Township of
Lawrence, Mercer County, in New Jersey.  The property has been re-
zoned for multi-family residental use at 10 units per acre or 370
units.

The Company filed for Chapter 11 protection on September 9, 2008
(Bankr. D. N.J. Case No. 08-27149).  Melissa A. Pena, Esq., at
Norris, McLauglin & Marcus, in New York, and Morris S. Bauer,
Esq., at Norris McLaughlin & Marcus PA, in Somerville, New Jersey,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $25,000,000 and total debts of $2,517,370.


PROPERTIES PLUS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Properties Plus, Inc
           dba Century 21 Properties Plus Inc
        118 W Richardson Ave
        Summerville, SC 29483-6022

Bankruptcy Case No.: 09-03908

Chapter 11 Petition Date: May 25, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Chief Judge John E. Waites

Debtor's Counsel: Kevin Campbell, Esq.
                  PO Box 684
                  890 Jonnie Dodds Blvd
                  Mt. Pleasant, SC 29465
                  Tel: (843) 884-6874
                  Email: kcampbell@campbell-law-firm.com

Estimated Assets: $100,000 to $500,000

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

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

          http://bankrupt.com/misc/scb09-03908.pdf

The petition was signed by Timothy J. Rash, owner and president of
the Company.


PSYSTAR CORP: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Rachel Feintzeig at The Wall Street Journal reports that Psystar
Corp. has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Southern District of Florida, blaming its
collapse on the downturn in consumer spending amid the worldwide
financial crisis.

Court documents say that Psystar listed less than $50,000 in
assets and $100,000 to $500,000 in liabilities.

Psystar faces a lawsuit by Apple Inc. in the U.S. District Court
in San Jose, WSJ relates.  According to WSJ, Apple sued Psystar
just three months after the Company started selling its "Open
Computer" with Max OS X in April 2008.  WSJ states that Apple
claims that Psystar has breached the software license agreement
protecting Apple's Leopard operating system and that the Company's
product was originally called the "OpenMac."

WSJ reports that Psystar has denied that it produces computers
that run a "modified, unauthorized version of the Leopard
operating system."  Psystar said that it called the product
OpenMac for a few hours, WSJ relates.  Psystar said in court
documents that its model applies to the Mac operating system and
to various Microsoft and Linux operating systems.  Psystar,
according to WSJ, said that its products are an attractive
alternative to computers from products like those of Apple, due to
their lower prices.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.


R & L NEVADA: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: R & L Nevada Holdings, LLC
        1275 Stardust Road
        Reno, NV 89503

Bankruptcy Case No.: 09-51584

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Jeffrey L. Hartman, Esq.
                  Hartman & Hartman
                  510 West Plumb Lane, Suite B
                  Reno, NV 89509
                  Tel: (775) 324-2800
                  Fax: (775) 324-1818
                  Email: notices@bankruptcyreno.com

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

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

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

          http://bankrupt.com/misc/nvb09-51584.pdf

The petition was signed by Roger Baylocq, co-manager of the
Company.


REPUBLIC WESTERN: A.M. Best Upgrades Ratings to 'B+' From 'B'
-------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and issuer credit ratings (ICR) to "bbb-"
from "bb" of the Republic Western Insurance Group and its members,
which include Republic Western Insurance Company in Phoenix,
Arizona, and its wholly owned subsidiary, North American Fire &
Casualty Insurance Company in Mandeville, Louisiana.  The outlook
for all ratings is stable.

The ratings reflect Republic Western's solid risk-adjusted
capitalization and improved underwriting and operating performance
in recent years.  The improved performance and subsequent
capitalization accumulation were driven by management's corrective
actions, including cost reductions, rate refinement and the
discontinuation of all non-U-Haul business.  Furthermore, Republic
Western's publicly traded parent, AMERCO [NASDAQ: UHAL], does not
rely on its insurance operations to meet its debt service and
holding company obligations, which will further benefit growth in
surplus.

These positive factors are offset by historically poor
underwriting performance and weakened capitalization, primarily
due to significant adverse loss reserve development from
discontinued programs.  Despite these concerns, the rating outlook
is based on A.M. Best's expectation that improved operating
results will continue to offset the historical earnings drag
generated from the group's discontinued operations and contribute
to surplus growth over the near term.


RETAIL PRO: Seeks Sept. 11 Extension of Plan Filing Deadline
------------------------------------------------------------
Retail Pro Inc. and its affiliates have asked the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to file a Chapter 11 plan until Sept. 11, 2009, and their
period to solicit acceptances for that plan until Nov. 11, 2009.

As reported by the TCR on May 14, 2009, Retail Pro Inc. has sold
its assets to secured creditors Laurus Master Fund Ltd. and
Midsummer Investment Ltd., which together are owed $19.6 million.
The U.S. Bankruptcy Court for the District of Delaware has
authorized the sale to Laurus/Midsummer for $400,000 in cash plus
a credit bid using their secured claims.

In its extension request, Retail Pro said they are diligently
working on the essential terms of what they hope to be a
consensual plan of liquidation.

The Court will convene a hearing on June 22 to consider Retail
Pro's first request for an extension of its exclusive periods.
Objections are due May 29.

                         About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com/-- operated a chain of retail stores.
The Company and three of its affiliates filed for Chapter 11
protection on January 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtors have tapped View
Partners Capital LLC as their investment banker and Kurtzman
Carson Consultants LLC as their notice, claims and solicitation
agent.  As of November 30, 2008, the Debtors have $24,652,353 in
total assets and $28,867,462 in total debts.


RGB TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: RGB Transportation Company, Inc.
        1034 Humble Place
        El Paso, TX 79915

Bankruptcy Case No.: 09-31102

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: Sidney J. Diamond, Esq.
                  3800 N Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  Email: usbc@sidneydiamond.com

Total Assets: $8,444,895

Total Debts: $7,036,810

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

         http://bankrupt.com/misc/txwb09-31102.pdf

The petition was signed by Rufus B. Brijalba, Jr., president of
the Company.


RICHARD L. WORSHAM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Richard L. Worsham
                  dba Branden's Farming
                  dba Worsham & Associates
                  dba Richard L. Worsham Marketing Director
               Terri D. Worsham
                  aka Terri L. Worsham
                  aka Terri Worsham
                  aka Terri Delilah Lee-Worsham
                  aka Terri Lee Worsham
               P.O. Box 68
               Mansfield, TN 38236

Bankruptcy Case No.: 09-12088

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtors' Counsel: Robert B. Vandiver, Jr., Esq.
                  227 W. Baltimore
                  P.O. Box 906
                  Jackson, TN 38302-0906
                  Tel: (731) 554-1313
                  Email: bankruptcy@robvandiver.com

Total Assets: $3,782,257

Total Debts: $4,428,371

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/tnwb09-12088.pdf

The petition was signed by the Joint Debtors.


RIVER WEST: Court Orders Closure of Plaquemine Hospital
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District Louisiana
ordered the River West LP's hospital in Plaquemine, Louisiana, to
be closed on May 15.

According to Bill Rochelle at Bloomberg, after the Debtor was sent
to Chapter 11 by creditors, a patient care ombudsman was appointed
to oversee the quality of care being provided.  When the ombudsman
reported there was a "risk of imminent harm to patients," the
bankruptcy judge ordered the hospital closed immediately.

The involuntary petitioners said it was imperative for the
hospital to remain in operation since it's the only such facility
in the surrounding parishes.

River West LP owns the River West Medical Center in Plaquemine,
Louisiana.  Creditors filed an involuntary Chapter 11 petition
against River West LP in February.  In response, River West filed
for Chapter 11 in March (Bankr. M. D. La. Case No. 09-10146).


ROSE HILL GREENHOUSES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Rose Hill Greenhouses, Inc.
        4429 Jackson Road
        Eminence, KY 40019

Bankruptcy Case No.: 09-30414

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Frankfort)

Debtor's Counsel: Dean A. Langdon, Esq.
                  200 N Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.com

                  Megan M. McLain, Esq.
                  The Barton House
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: mmclain@wisedel.com

Total Assets: $3,998,556

Total Debts: $6,982,085

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

          http://bankrupt.com/misc/kyb09-30414.pdf

The petition was signed by Robert L. Mathis, president of the
Company.


RYLAND GROUP: Amends American Stock Transfer Rights Agreement
-------------------------------------------------------------
The Ryland Group, Inc., has executed an amendment to the Rights
Agreement by and between the Company and American Stock Transfer &
Trust Company, LLC, as Rights Agent, dated as of December 18,
2008.  The Company adopted the Rights Agreement to protect
stockholder value by attempting to diminish the risk that the
Company's ability to use its net operating losses and unrealized
losses to reduce potential future federal income tax obligations
may become substantially limited.

Prior to the Amendment, the beneficial ownership percentage
threshold to trigger exercisability of the rights was based on
Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

As amended, the rights generally become exercisable if a person or
group becomes the beneficial owner of 4.9% or more of the
Company's then-outstanding common stock, whether directly or
indirectly, and including shares such person would be deemed to
constructively own or which otherwise would be aggregated with
shares owned by such person pursuant to Section 382 of the
Internal Revenue Code.  The amended definition of beneficial
ownership is consistent with the charter amendment that was
recently adopted by the Company and approved by its stockholders
to restrict transfers of common stock that also is designed to
preserve the value of the Company's NOLs under Section 382 of the
Internal Revenue Code.

A full-text copy of the Amendment to the Rights Agreement dated as
of May 18, 2009, between The Ryland Group, Inc. and American Stock
Transfer & Trust Company, LLC, as Rights Agent, is available at no
charge at http://ResearchArchives.com/t/s?3d40

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

As of March 31, 2009, the Company had $1.65 billion in total
assets and $994.8 million in total liabilities.

                          *     *     *

The Troubled Company Reporter on May 5, 2009, said Standard &
Poor's Ratings Services assigned its 'BB-' rating and '4' recovery
rating to a $230 million 8.4% senior unsecured note offering due
May 2017 that is guaranteed, jointly and severally, by
substantially all of The Ryland Group Inc.'s direct and indirect
wholly owned homebuilding subsidiaries.  The '4' recovery rating
indicates S&P's expectation for an average recovery of principal
(30%-50%) in the event of a payment default.

Fitch Ratings assigned a 'BB' rating to the 2017 Notes.  The
Rating Outlook is Negative.  Fitch said the issue will be ranked
on a pari passu basis with all other senior unsecured debt,
including RYL's $200 million unsecured bank credit facility.  The
approximately $225.4 million in proceeds will be used for general
corporate purposes.

On May 4, 2009, Moody's Investors Service assigned a Ba3 rating to
the 2017 Notes.  Moody's also affirmed the company's existing
ratings, including its corporate family rating and probability of
default rating at Ba3, and the ratings on its various issues of
senior unsecured notes at Ba3.  Ryland's speculative grade
liquidity rating was raised to SGL-2 from SGL-3.  The rating
outlook remains negative.


RYLAND GROUP: Swaps $12.5MM in 2015 Notes for Common Stock
----------------------------------------------------------
The Ryland Group, Inc., last week entered into privately
negotiated agreements with holders of its 5-3/8% Senior Notes due
2015, pursuant to which the Company agreed to exchange shares of
its common stock, par value $1.00 per share for the Notes.
Between May 7 and May 26, 2009, the Company issued or expects to
have issued an aggregate of 584,000 shares of its Common Stock in
exchange for $12.5 million in aggregate principal amount of the
Notes.

The Company will not receive any cash proceeds as a result of the
exchange of its Common Stock for the Notes.  The Company may
engage in additional exchanges in respect of its outstanding
indebtedness if and as favorable opportunities arise.

The Company has issued or will issue the Common Stock pursuant to
the exemption from the registration requirements afforded by
Section 3(a)(9) of the Securities Act of 1933, as amended.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

As of March 31, 2009, the Company had $1.65 billion in total
assets and $994.8 million in total liabilities.

                          *     *     *

The Troubled Company Reporter on May 5, 2009, said Standard &
Poor's Ratings Services assigned its 'BB-' rating and '4' recovery
rating to a $230 million 8.4% senior unsecured note offering due
May 2017 that is guaranteed, jointly and severally, by
substantially all of The Ryland Group Inc.'s direct and indirect
wholly owned homebuilding subsidiaries.  The '4' recovery rating
indicates S&P's expectation for an average recovery of principal
(30%-50%) in the event of a payment default.

Fitch Ratings assigned a 'BB' rating to the 2017 Notes.  The
Rating Outlook is Negative.  Fitch said the issue will be ranked
on a pari passu basis with all other senior unsecured debt,
including RYL's $200 million unsecured bank credit facility.  The
approximately $225.4 million in proceeds will be used for general
corporate purposes.

On May 4, 2009, Moody's Investors Service assigned a Ba3 rating to
the 2017 Notes.  Moody's also affirmed the company's existing
ratings, including its corporate family rating and probability of
default rating at Ba3, and the ratings on its various issues of
senior unsecured notes at Ba3.  Ryland's speculative grade
liquidity rating was raised to SGL-2 from SGL-3. The rating
outlook remains negative.


SALYER AMERICAN: Banks Refuse to Lend Money to Pay Growers
----------------------------------------------------------
The Packer reports that banks, citing Salyer American Fresh Foods'
financial status, have refused to lend the Company money to pay
for crops under cultivation, citing the Company's financial
status.

According to The Packer, lenders claim that Salyer American hasn't
paid back a $35 million made in 2007.

The Packer relates that Steve Franson, the court-appointed
receiver who took over Salyer American early this month, said that
he was told by the primary lenders "that they would not advance
(the Company) any additional funds" because they stand to lose
"significant sums of money to defaults."

Mr. Franson said in a statement that he will be collecting money
over the next several months for accounts receivable, securing,
and selling Salyer American's assets that are subject to liens,
evaluating and paying legitimate claims of growers who sold
commodities to or through Salyer American, and paying other
legitimate debts.

The Packer states that Salyer American told its growers in April
to stop planting.  According to the report, Salyer American
reportedly cut seven positions on May 15 and may close based on
Mr. Franson's determination.

Salyer American Fresh Foods -- http://www.salyeramerican.com/--
is owned by the Salyer family and is based in California.  Salyer
American first began as a premium commodity grower and shipper in
1986 and has since evolved into one of the largest grower/shippers
of top-grade vegetables nationwide.


SENCORP: Court Extends Schedules & Statements Filing Until June 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
extended until June 14, 2009, SENCORP and its debtor-affiliates'
time to file its schedules and statements.

The extension is in the best interests of the Debtors' estates,
their creditors, and other parties-in-interest.

Cincinnati, Ohio-based SENCORP sells air-powered nail guns and
fasteners.  The Company and its affiliates filed for Chapter 11 on
May 8, 2009 (Bankr. S. D. Ohio Lead Case No. 09-12869).  Latham &
Watkins LLP represent the Debtors in their restructuring efforts.
The Debtors propose to hire Morris-Anderson & Associates Ltd. as
financial advisor; Mesirow Financial Inc. as investment banker and
The Garden City Group as claims agent.  The Debtors have assets
and debts both ranging from $100 million to $500 million.


SENCORP: Court to Consider Bank of America DIP Financing Today
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
authorized, on an interim basis, SENCORP and its debtor-affiliates
to:

   i) obtain credit and incur debt with Bank of America, N.A., as
      administrative agent in accordance with that certain
      Postpetition Third Amended and Restated Credit Agreement;

  ii) grant first priority, valid, priming, perfected and
      enforceable liens and superpriority claims to the DIP Agent,
      for the benefit of the DIP Lenders, against all property of
      the Debtors' estates;

iii) use cash collateral, grant security interests, mortgages and
      other liens and superpriority claims in order to provide
      adequate protection to the prepetition agent and prepetition
      lenders.

The final hearing on the Debtors' motion is scheduled for May 27,
2009, at 10:000 a.m.

SENCORP, Senco Products, Inc., were parties to the Second Amended
and Restated Credit Agreement dated March 30, 2007, with various
financial institutions and Bank of America, N.A., successor by
merger to LaSalle Bank National Association.

The borrowers' obligations to the prepetition lenders under the
prepetition credit agreement were and are guaranteed by Sentron
Medical, Inc., Senco International, Inc., Nexicor LLC, Tyrex, LLC,
Global Fastening Solutions, LLC, Omnifast LLC.

The Debtors owe, as of the petition date, $23,000,000 in loans and
other financial accommodations made by the prepetition lenders to
the Debtors pursuant to the prepetition financing documents,
inclusive of accrued and unpaid interest and fees and expenses
incurred in connection therewith, well as all other Obligations
arising under the prepetition financing documents as provided in
the prepetition financing documents.

To secure the prepetition indebtedness, each of the borrowers and
guarantors granted to the prepetition agent, for the security
interests in all personal property of the Debtors, and all
proceeds thereof.

Pursuant to the terms of the prepetition financing documents, the
Debtors agreed to make all payments on the accounts directly to a
post office box, designated by and under the exclusive control of
the prepetition agent, and the Debtors would establish an account
with the prepetition agent into which the Debtors would
immediately deposit all payments received by the Debtors.

Pre-bankruptcy, the Debtors attempted to obtain postpetition
financing proposals from other lenders, but were unable to obtain
postpetition financing in the form of unsecured credit allowable
as an administrative expense.

In addition, due to the Debtors' urgent financial constraints, the
Debtors are unable to obtain, in the ordinary course of business
or otherwise, credit, except from the DIP Lenders on the terms and
conditions contained in the DIP Facility.

                Salient Terms of the DIP Agreement

The Borrowers:        Sencorp, and Senco Products, Inc.

Guarantors:           Sentron Medical, Inc., Senco International,
                      Inc., Nexicor LLC, DuraSpin Products, LLC,
                      Global Fastening Solutions, LLC, Omnifast
                      LLC, Senco Export, Inc., SenSource Global
                      Sourcing, LLC, Agrifast, LLC, S C FINANCIAL,
                      INC., and Gregg Laboratories, Inc.

Agent/Lenders:        Bank of America, N.A., as DIP agent and
                      lender and the other lenders from time to
                      time part to the DIP Credit Agreement.

Use of Proceeds/
Roll-Up Provisions:   Proceeds of the DIP Facility will be used to
                      (i) fund the Borrower's working capital and
                      other general corporate needs and to pay
                      (ii)(A) the Prepetition Indebtedness arising
                      from the Revolving Loans and (B) the Term
                      Loans.

Term/Maturity Date:   The DIP Facility terminates on the earliest
                      of these: (a) the entry of an order
                      approving the sale of substantially all of
                      any of the Debtors' assets; (b) the
                      effective date of any Plan of
                      Reorganization; (c) conversion of any of the
                      Chapter 11 cases to a case under Chapter 7
                      of the Bankruptcy Code; (d) appointment of a
                      trustee or examiner in any of these Chapter
                      11 cases; (e) dismissal of any of the
                      Chapter 11 cases; (f) upon the occurrence of
                      a Termination Event; and (g) July 24, 2009.

Interest Rate:        At all times while a Loan is a Base Rate
                      Loan, it will bear interest at a rate per
                      annum equal to the sum of the Base Rate from
                      time to time in effect plus the Base Rate
                      Margin for the Term Loan or the Revolving
                      Loan, as applicable; and

                      At all times while a Loan is a LIBOR Loan,
                      it will bear interest at a rate per annum
                      equal to the sum of the LIBOR Rate
                      applicable to each Interest Period for the
                      Loan plus the LIBOR Margin for the Term
                      Loan or the Revolving Loan, as applicable.

                      The default interest rate during the
                      continuance of an Event of Default will be
                      at an additional 2% per annum.

Liens/Security:       All amounts owing by the Borrowers and the
                      DIP Guarantors will be secured by a first
                      priority perfected priming security
interests
                      in, and liens on, all prepetition and
                      postpetition property and assets of the
                      Debtors, subject only to the Carve-Out and
                      any Permitted Lien that is senior in
                      priority to Prepetition Agent's Liens.  In
                      addition, the DIP Agent will be granted
                      allowed superpriority administrative expense
                      claims having priority over any and all
                      administrative expenses, except for the
                      Carve-Out.

Adequate Protection:  The Prepetition Agent, on behalf of the
                      Prepetition Lenders, will receive valid,
                      binding, enforceable and perfected liens in
                      all Postpetition Collateral, excluding,
                      Avoidance Actions, to secure an amount of
                      Prepetition Indebtedness  equal to the sum
                      of the aggregate amount of diminution in
                      value of the Prepetition Collateral, whether
                      by depreciation, use, sale, loss, decline in
                      market price, or otherwise.

                      The Adequate Protection Liens are subject
                      only to: (i) the DIP Liens; (ii) the Carve-
                      Out; and (iii) any Permitted Lien that is
                      senior in priority to Prepetition Agent's
                      Liens.  Upon the expiration of the
                      Investigation Period, and so long as no
                      claims are brought against the Prepetition
                      Agent and the Prepetition Lenders, the
                      Adequate protection Liens and the Adequate
                      Protection Obligations will be discharged
                      and released.

Fees:                 The Borrowers agree to pay on the Third
                      Restatement Effective Date to the DIP Agent
                      for the account of each Lender based upon
                      the Lender's Pro Rata Share of the Revolving
                      Commitment a fully-earned, non-refundable
                      commitment fee of $240,000.

                      The Borrowers agree to pay on the earliest
                      to occur of (i) July 17, 2009, (ii) the
                      entry of an order approving the sale of all
                      or substantially all of the Loan Parties'
                      assets, or (iii) the effective date of a
                      Plan of Reorganization approved by an order
                      of the Bankruptcy Court, to the DIP Agent
                      for the account of each Lender based upon
                      the Lender's Pro Rata Share of the Revolving
                      Commitment a fully-earned, non-refundable
                      exit fee of $480,000.

Carve-Out:            Carve-Out means: (a) the unpaid fees of the
                      clerk of the Bankruptcy Court or District
                      Court, as applicable, and of the U.S.
                      Trustee and (b); (b) upon the occurrence of
                      a termination event between the petition
                      date and June 12, 2009, (1) the aggregate
                      allowed unpaid fees and expenses payable to
                      Latham & Watkins LLP, as counsel to the
                      Debtors, in an amount will not exceed
                      $375,000, less any amounts actually paid to
                      Latham & Watkins LLP after the petition
                      date, (2) the aggregate allowed unpaid fees
                      and expenses payable to Frost Brown Todd
                      LLC, as counsel to the Debtors, in the
                      amount not to exceed $75,000, less any
                      amounts actually paid to Frost Brown Todd
                      LLC after the petition date, (3) the
                      aggregate allowed unpaid fees and expenses
                      to Morris-Anderson & Associates Ltd., as
                      financial advisor to the Debtors, in the
                      amount not to exceed $87,500, less any
                      amounts actually paid to Morris-Anderson &
                      Associates Ltd. after the petition date, and
                      (4) the aggregate allowed unpaid fees and
                      expenses payable to The Garden City Group,
                      Inc., as the Debtors' claims and noticing
                      agent, in the amount not to exceed $87,500,
                      less any amounts actually paid to The Garden
                      City Group, Inc., after the petition
                      date,(c) upon the occurrence of a
                      termination event after June 12, 2009, (i)
                      the aggregate allowed unpaid fees and
                      expenses payable to Latham & Watkins LLP, as
                      counsel to the Debtors, in an amount will
                      not exceed $750,000, less any amounts
                      actually paid to Latham & Watkins LLP after
                      the petition date, (ii) the aggregate
                      allowed unpaid fees and expenses payable to
                      Frost Brown Todd LLC, as counsel to the
                      Debtors, in the amount not to exceed
                      $150,000, less any amounts actually paid to
                      Frost Brown Todd LLC after the petition
                      date, (iii) the aggregate allowed unpaid
                      fees and expenses payable to Morris-Anderson
                      & Associates Ltd., as financial advisor to
                      the Debtors, in the amount not to exceed
                      $175,000, less any amounts actually paid to
                      Morris-Anderson & Associates Ltd. after the
                      petition date, and (4) the aggregate allowed
                      unpaid fees and expenses payable to The
                      Garden City Group, Inc., as the Debtors'
                      claims and noticing agent, in the amount not
                      to exceed $175,000, less any amounts
                      actually paid to The Garden City Group,
                      Inc., after the petition date, and (d) the
                      aggregate allowed unpaid fees and expenses
                      payable to professional persons retained
                      pursuant to Court order by Committee
                      incurred but unpaid prior to the occurrence
                      of a termination event in the amount not to
                      exceed $50,000.

The agreement contained certain events of default.

                           About SENCORP

Cincinnati, Ohio-based SENCORP sells air-powered nail guns and
fasteners.  The Company and its affiliates filed for Chapter 11 on
May 8, 2009 (Bankr. S. D. Ohio Lead Case No. 09-12869).  Latham &
Watkins LLP represent the Debtors in their restructuring efforts.
The Debtors propose to hire Morris-Anderson & Associates Ltd. as
financial advisor; Mesirow Financial Inc. as investment banker and
The Garden City Group as claims agent.  The Debtors have assets
and debts both ranging from $100 million to $500 million.


SENCORP: Receives Temporary OK to Hire Frost Brown as Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
authorized, on an interim basis, SENCORP and its debtor-affiliates
to employ Frost Brown Todd LLC as bankruptcy co-counsel.

A hearing will be held before Hon. J. Vincent Aug, Jr. in
Courtroom No. 1 of the U.S. Bankruptcy Court, 221 E. Fourth
Street, Atrium Two Suite 800, Cincinnati, Ohio on June 8, 2009, at
2:00 p.m. (prevailing Eastern time.)  Objections, if any, are due
4:00 p.m. (prevailing Eastern time) on June 2, 2009.

Frost Brown is expected to:

   a) advise the Debtors of their powers and duties as debtors-in-
      possession in the continued operation of their businesses
      and properties;

   b) provide assistance, advice and representation concerning a
      Plan of Reorganization, a disclosure statement relating
      thereto, and the solicitation of consents to and
      confirmation of the plan;

   c) advise the Debtors in connection with any sale of assets;

   d) provide assistance, advice and representation concerning any
      further investigation of the assets, liabilities and
      financial condition of the Debtors that may be required;

   e) represent the Debtors at hearings or matters pertaining to
      their affairs as debtors-in-possession;

   f) prosecute and defend litigation matters and other matters
      that might arise during and related to these Chapter 11
      cases;

   g) provide counseling and representation with respect to the
      assumption or rejection of executory contracts and leases
      and other bankruptcy-related matters arising from these
      Chapter 11 cases;

   h) render advice with respect to the myriad general corporate
      and litigation issues as they relate to these Chapter 11
      cases, including, but not limited to, real estate, ERISA,
      securities, corporate finance, tax and commercial matters
      health services matters; and

   i) perform other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of these Chapter 11 cases, including handling matters where
      L&W is prohibited from assisting the Debtors due to the
      existence of a conflict of interest.

The Debtors related that Frost Brown's primary role in these
Chapter 11 Cases will involve (i) serving as local counsel and
assisting L&W in matters involving local law, (ii) handling
discrete matters where L&W is prohibited from assisting the
Debtors due to the existence of a conflict of interest, and (iii)
handling other matters as agreed to by Frost Brown and L&W.

Frost Brown will coordinate its representation of the Debtors with
Latham & Watkins LLP, the proposed counsel to the Debtors to avoid
duplication of services.

Ronald E. Gold, Esq., a member of Frost Brown, told the Court that
the firm has received a $35,000 general retainer on March 26,
2009; a $25,000 general retainer on April 30, 2009; and an $8,000
general retainer on May 7, 2009.  The source of the FBT retainer
was cash from operating funds of the Debtors.  In addition, the
Debtors provided Frost Brown $13,507 for filing fees.  As of the
petition date, the FBT retainer had a remaining balance of
$11,934.

Mr. Gold added that pre-bankruptcy, Frost Brown received $280,691
on account of its prepetition services to the Debtors.  As of the
Petition Date, Frost Brown has no accrued or unpaid fees or
expenses owing by the Debtors.

Mr. Gold assured that Frost Brown is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Gold can be reached at:

     Frost Brown Todd LLC
     2200 PNC Center
     201 East Fifth Street
     Cincinnati, OH 45202
     Tel: (513) 651-6800
     Fax: (513) 651-6981

                            About SENCORP

Cincinnati, Ohio-based SENCORP sells air-powered nail guns and
fasteners.  The Company and its affiliates filed for Chapter 11 on
May 8, 2009 (Bankr. S. D. Ohio Lead Case No. 09-12869).  Latham &
Watkins LLP represent the Debtors in their restructuring efforts.
The Debtors propose to hire Morris-Anderson & Associates Ltd. as
financial advisor; Mesirow Financial Inc. as investment banker and
The Garden City Group as claims agent.  The Debtors have assets
and debts both ranging from $100 million to $500 million.


SENCORP: Gets Temporary OK to Hire Latham & Watkins as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
authorized, on an interim basis, SENCORP and its debtor-affiliates
to employ Latham & Watkins LLP as counsel.

A hearing to consider final approval of the Application will be
held before Hon. J. Vincent Aug, Jr. in Courtroom No. 1 of the
U.S. Bankruptcy Court, 221 E. Fourth Street, Atrium Two Suite 800,
Cincinnati, Ohio on June 8, 2009, at 2:00 p.m. (prevailing Eastern
time).  Objections, if any, are due 4:00 p.m. on June 2, 2009.

L&W is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   c) take all necessary action to protect and preserve the
      Debtors' estate, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors, and representing the Debtors' interests in
      negotiations concerning all litigation in which the Debtors
      are involved, including, objections to claims filed against
      the estates;

   d) prepare all motions, applications, answers, orders, reports,
      and papers necessary to the administration of the Debtors'
      estates;

   e) take any necessary action on behalf of the Debtors to obtain
      approval of a disclosure statement and confirmation of the
      Debtors' Plan of Reorganization;

   f) advise the Debtors in connection with any potential sale of
      assets;

   g) appear before this Court, any appellate courts, and the U.S.
      Trustee and protecting the interests of the Debtors' estates
      before the Courts and the U.S. Trustee; and

   h) perform all other necessary legal services for the Debtors
      in connection with these Chapter 11 Cases, including (i)
      analyzing the Debtors' leases and executory contracts and
      the assumption or assignment thereof, (ii) analyze the
      validity of liens against the Debtors, and, (iii) advise on
      corporate, litigation, environmental, and other legal
      matters.

L&W assured the Debtors that there will be no duplication of
efforts Frost Brown Todd LLC, the Debtors' proposed co-counsel, or
any other counsel of the Debtors retained in the Chapter 11 cases.

The hourly rates of L&W personnel are:

     Partners                   $650 - $975
     Of Counsel                 $650 - $750
     Associates                 $295 - $590
     Paraprofessionals          $170 - $360

The Debtors related that L&W professionals having primary
responsibility in the Chapter 11 cases are Josef S. Athanas,
Stephen R. Tetro II and Caroline A. Reckler.

Pre-bankruptcy, L&W received a retainer of $1,150,000.  The source
of the retainer was cash from the Debtors' revolver under its
prepetition credit facility.  L&W has not received any additional
fees or retainers from the Debtors within the period of one year
prior to the petition date.  As of the petition date, L&W's
retainer balance is $15,000.  The Debtors do not owe L&W any
amounts for legal services rendered before the petition date.

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

Mr. Athanas can be reached at:

     Latham & Watkins LLP
     223 S. Wacker Drive
     Chicago, IL 60606

                            About SENCORP

Cincinnati, Ohio-based SENCORP sells air-powered nail guns and
fasteners.  The Company and its affiliates filed for Chapter 11 on
May 8, 2009 (Bankr. S. D. Ohio Lead Case No. 09-12869).  The
Debtors have tapped Frost Brown Todd LLC, as co-counsel.  The
Debtors have also engaged Morris-Anderson & Associates Ltd. as
financial advisor; Mesirow Financial Inc. as investment banker;
and The Garden City Group as claims agent.  The Debtors have
assets and debts both ranging from $100 million to $500 million.


SHARP PLUMBING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sharp Plumbing, Inc.
        4842 N. Berg Street
        North Las Vegas, NV 89031

Bankruptcy Case No.: 09-18505

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Zachariah Larson, Esq.
                  Larson & Stephens
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  Email: ecf@lslawnv.com

Total Assets: $2,247,929

Total Debts: $3,778,657

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

          http://bankrupt.com/misc/nvb09-18505.pdf

The petition was signed by Henry Sharp, president of the Company.


SIGNAL POINT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Signal Point Development, Inc.
           aka Signal Point Marina
        100 Marina Lane
        Guntersville, AL 35976

Bankruptcy Case No.: 09-41518

Chapter 11 Petition Date: May 25, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Anniston)

Debtor's Counsel: Steven Vincent Smith, Esq.
                  PO Box 363
                  Albertville, AL 35950
                  Tel: (256) 894-6493
                  Fax: (256) 894-6591
                  Email: smith52701@Bellsouth.net

Total Assets: $912,200

Total Debts: $763,828

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

          http://bankrupt.com/misc/alnb09-41518.pdf


SOURCE INTERLINK: IRS to Block Plan Unless Tax Returns Filed
------------------------------------------------------------
Internal Revenue Services holding $12.1 million in prepetition
claims asserts that the prepackaged joint Chapter 11 plan of
reorganization filed on April 28, 2009, by Source Interlink
Companies Inc. and its debtor-affiliates before the U.S.
Bankruptcy Court for the District of Delaware, should not be
confirmed unless all outstanding federal tax returns of the
Debtors have been filed.

IRS says it will object to the treatment of plan of its priority
tax claims if the Debtors waive to pay the agency's priority tax
claims in full in cash before the Plan's effective date.  IRS says
the Plan failed to provide a date certain for the commencement of
payments to it on account of its general unsecured claims.
Accordingly, the IRS asserts that the confirmation of the Plan
must be denied, unless the requested changes are made.  A hearing
is set for May 28, 2009, at 2:30 p.m., to consider the agency's
request.

Westchester Fire Insurance Company and ACE USA; SINV LLC, SINV II
LLC and BFG Holdings 2000 LLC; and Maureen Linehan also object to
various terms of the Plan.  Connolly Bove Lodge & Hutz LLP
represents the SINV entities; Ruden, McClosky, Smith, Schuster &
Russell P.A. represents Ms. Linehan; and Ballard Spahr Andrews &
Ingersoll LLP represents Westchester Fire and ACE.

According to the Troubled Company Reporter on May 8, 2009, the
Plan proposes to pay holders of term loan claims 66.4% of their
allowed claims.  General unsecured claimants will get 100% of the
amount they're owed.  Holders of Senior Notes and equity
securities won't get a dime.  A full-text copy of Source
Interlink's plan summary is available at no charge at:

             http://ResearchArchives.com/t/s?3d3f

                      About Source Interlink

Bonita Springs, Florida-based Source Interlink Companies, Inc., --
http://www.sourceinterlink.com/-- is a U.S. distributor of home
entertainment products and services and one of the largest
publishers of magazines and online content for enthusiast
audiences.  Source Interlink Media, LLC publishes more than 75
magazines and 90 related Web sites.

Source Interlink and 17 affiliates filed for bankruptcy on April
27, 2009 (Bankr. D. Del. Case No. 09-11424).  Judge Kevin Gross
presides over the case.  David Eaton, Esq., and David Agay, Esq.,
at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Mark M.
Billion, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl Young Jones in Wilmington, Delaware, serve as bankruptcy
counsel.  Meolis & Company LLC serves as the Debtors' financial
advisors, while Kurtzman Carson Consultants LLC is the Debtors'
claims and notice agent.  As of April 24, 2009, the Debtors had
$2,436,005,000 in total assets and $1,995,504,000 in total debts.


SPANSION INC: Court Grants Final Approval to Cash Collateral Use
----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware authorized Spansion Inc., and its debtor affiliates, to
use cash collateral on a final basis.  Judge Carey held that all
objections that have not been withdrawn are overruled.  The
Court's authorization to use Cash Collateral is solely in
accordance with the approved budget, a copy of which is available
for free at:

      http://bankrupt.com/misc/Spansion_April23Budget.pdf

Judge Carey permitted the Debtors to:

   (i) carry over any amounts not expended for a particular line
       item in any week to succeeding weeks;

  (ii) expend up to 15% more than the amounts set forth in a
       particular line item for a specific week in that week so
       long as the aggregate expenditures during the period do
       not exceed the total shown on the Approved Budget for that
       period by more than 15%; and

(iii) pay amounts incurred from and after the Petition Date, in
       addition to or for categories not listed in the Approved
       Budget with the prior written consent of the Prepetition
       Agent and the Ad Hoc Consortium and three business days'
       notice to the Official Committee of Unsecured Creditors
       and counsel to the FRN Trustee.

The Court held that the Cash Collateral may not be used to
investigate, bring or prosecute any claims and defenses; provided
that up to $100,000 of the Cash Collateral may be used to pay the
allowed fees and expenses of professionals retained by the
Committee and incurred in investigating, but not initiating or
prosecuting any avoidance actions or any other claims.

A full-text copy of the Final Cash Collateral Order is available
for free at:

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

              Noteholders Opposed Committee Proposal

Prior to the Court's order, the Ad Hoc Consortium of Floating
Rate Noteholders had asked the Court to overrule the objection
presented by the Creditors Committee to the proposed final order
authorizing the use of the Cash Collateral.  The Ad Hoc Consortium
asserted there is a zero-percent chance that alternative financing
on better or at least comparable terms can be found in the
marketplace.

Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, PLLC,
in Wilmington, Delaware, counsel to the Ad Hoc Consortium, told
Judge Carey that by consenting to cash collateral usage, the Ad
Hoc Consortium has already assumed tremendous incremental risk:

   (a) As of May 12, 2009, the Debtors have already consumed
       nearly $120,000,000 in FRN cash collateral.

   (b) The Debtors are now undergoing a massive operational
       restructuring, exiting their "wireless" chip business, and
       focusing almost exclusively on their "embedded" chip
       business.

   (c) The only major asset-class not subject to FRN liens is the
       Debtors' intellectual property, and not a shred of
       evidence exists proving that the property has a value
       exceeding $120,000,000.

   (d) The FRN's are required to assume significant "know your
       borrower" risk, given that there has been complete
       management turn-over -- involving replacement of the
       Debtors' Chief Executive Officer and Chief Financial
       Officer, retention of a Chief Restructuring Officer, and
       termination of the General Counsel -- all within the last
       few weeks.

The Ad Hoc Consortium asserted it is unwilling to consent to cash
collateral usage on the terms proposed by the Official Committee.

In response, the Debtors explained it is uncontroverted that the
cash collateral is their only source of working capital, and they
would be forced to discontinue their business operations and
immediately wind-down their business without further
authorization to use Cash Collateral.  The Debtors added that
nothing in the proposed Cash Collateral order waives the rights
of any party to challenge any valuation of the Secured Creditors'
collateral.  Moreover, the Debtors said, the proposed final Cash
Collateral order expressly provides that the FRN Noteholders must
apply the Adequate Protection Payments to the principal amount of
their debt in the event that they are determined not to be
entitled to postpetition interest.

While the Debtors shared with the Committee's concerns that in
the future the Ad Hoc Consortium could represent FRN Noteholders
holding less than 50% of FRNs, they assert that nothing in the
proposed Cash Collateral order would prevent the Debtors from
seeking modifications to he Ad Hoc Consortium's rights at that
time.

The Debtors also disagreed with the Committee's assertion that
there is no suggestion of any diminution in the FRN Noteholders'
collateral values arising from their use of Cash Collateral.  In
fact, the Debtors relate, based on their analyses, there bas been
at least approximately $10,000,000 in diminution and there may be
further diminution as they wind-down their wireless business and
restructure around their other product lines.

The Debtors, the Committee and the Ad Hoc Consortium submitted
with the Court their joint pre-trial memorandum in anticipation of
the May 18, 2009 Cash Collateral Hearing.  The Debtors offered
John Brincko as a witness at the hearing, who provided testimony
regarding the Debtors' postpetition build up of cash and the
Debtors' analyses regarding the value of the FRN Holders'
collateral.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total
debts of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Court Extends Removal Deadline to August 28
---------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware extended the deadline for Spansion Inc. and its
affiliates to remove civil actions through August 28, 2009.

Prior to the Court's order, De Bella Mechanical, Inc., a secured
creditor of the Debtors, asked the Court to deny the Debtors'
request for further extension of the period to remove civil
actions.  De Bella asserted that the Debtors have not yet filed
their schedules of assets and liabilities and the late-filed
schedules have already caused creditors, including itself, to be
delayed.

De Bella have filed and perfected its mechanics' lien before
Petition Date.  Out of abundance of caution, De Bella also filed a
notice of the perfection of its lien in the U.S. Bankruptcy Court
for the District of Delaware.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total
debts of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Noteholders Balk at $70MM Samsung Settlement
----------------------------------------------------------
The Ad Hoc Consortium of Floating Rate Noteholders objects to a
$70 million settlement agreement between Spansion Inc. and Samsung
Electronics Co., Ltd.  The group relates that while it continues
to review the adequacy of the proposed agreement between the
Debtors and Samsung, the group firmly believes that the structural
problems with the Agreement render it not in the paramount
interest of creditors, as required by law, and thus should not be
approved by the Court.

The Ad Hoc Consortium is comprised of institutions that
collectively hold:

   (i) nearly 84% of the Senior Secured Floating Rate Notes
       issued or guaranteed by the Debtors and secured by the
       vast majority of the Debtors' fixed and current assets;

  (ii) approximately 36% of the Debtors' unsecured Senior Notes;
       and

(iii) approximately 13% of the Debtors' unsecured Exchangeable
       Senior Subordinated Debentures.

Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, PLLC,
in Wilmington, Delaware, counsel to the Ad Hoc Consortium, says
the Settlement Agreement involves some very difficult issues for
the Court to resolve, which may be categorized as structural
issues and evaluation of the settlement quantum.  Mr. Horan
asserts there are three primary structural problems with the
Settlement Agreement:

   (i) The forms of "mutual release" ending the litigation are
       entirely unbalanced.  The Debtors, on the one hand,
       provide Samsung an all-encompassing, royalty free world-
       wide license in perpetuity, covering all intellectual
       property now owned or created or acquired in the future.
       Samsung, on the other hand, furnishes the Debtors only a
       "Covenant Not to Assert" that is limited only to
       intellectual property held by Samsung's "Semi-Conductor"
       business unit;

  (ii) While Samsung agrees not to sue Spansion "personally," the
       Settlement Agreement does not preclude Samsung from suing
       any distributor, reseller, retailer or customer of a
       Spansion product employing an element that allegedly
       infringes on a Samsumg patent; and

(iii) Samsung's Covenant Not to Assert evaporates by its terms
       upon a "Change of Control," which is defined to include a
       broad-spectrum of Merger & Acquisition transactions.

Regarding the settlement quantum, the Ad Hoc Consortium relates
it does not have sufficient facts to conclude that the stipulated
amount is reasonable and adequate.  Should it determine to press
an objection to the settlement amount, the Ad Hoc Consortium
avers it will hold the Debtors to their burdens of proof and
persuasion regarding the legal sufficiency of this aspect of the
Settlement Agreement.

The Ad Hoc Consortium maintains that the claims against Samsung
appear quite strong and could yield devastating injunctive
remedies or an astronomical award of monetary damages to the
Debtors.  The Ad Hoc Consortium asserts a reasonable inference as
to the strength of the Debtors' claims can be inferred from the
fact that Samsung's almost immediate response to the complaints
being filed was agreement to settle both Actions for payments
totaling $70,000,000.

                        Committee Responds

The Official Committee of Unsecured Creditors, for its part, says
that while it generally supports the Motion, it does have certain
structural issues that need to be revised to protect the interests
of the Debtors, their estates and the unsecured creditors.  The
Committee asserts that the provisions related to cross-licensing
and covenants not to sue should be mirror provisions for the
Debtors and Samsung; or in the alternative, the covenant not to
sue by Samsung should also apply to Spansion's customers,
distributors, retailers and resellers.

Moreover, the Committee tells the Court, the definition of
"Change-in-Control" in the Settlement Agreement does not exclude
from a Change-in-Control scenario where unsecured creditors
receive equity in a plan of reorganization in exchange of their
debt claims.  According to the Committee, the Settlement
Agreement must clarify that Samsung may not exercise any set-off
or recoupment rights against the settlement amount.

Kristine M. Shryock, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in Wilmington, Delaware, attorney for the Committee, asserts
that the attorneys' fees for the Debtors' special counsel, King &
Spalding, LLP, related to the Samsung litigation should be
subject to the Court's review before they are paid and the
Settlement Agreement should be modified to provide that the
settlement payments should be paid to the Debtors directly as
property of their estates.

The Committee further asserts it should receive copies of the
certifications delivered by Samsung to the Debtors related to the
Korean tax payments.

                        Debtors Talk Back

The Debtors reiterate that the Settlement Agreement is a result of
good faith, arm's-length negotiations between the parties.  While
the Settlement Agreement may provide less than the Ad Hoc
Consortium and the Committee believes it should, the Debtors
assert there has been no showing of impairment of their position
and no unfairness on them.

In November 2008, Spansion filed a patent infringement complaint
against Samsung with the International Trade Commission.  The
complaint seeks the exclusion from the United States market of
more than 100 million mp3 players, cell phones, digital cameras
and other consumer electronic devices containing Samsung's flash
memory components.  The Debtors had alleged in the ITC Action that
those components infringe on four of their patents relating to
"floating gate" technology.

Simultaneously with the ITC Action, the Debtors filed a patent
infringement lawsuit against Samsung in the United States District
Court for the District of Delaware, seeking both an injunction and
damages for alleged violations relating to Samsung Flash Memory.
Samsung has filed counter-claims in the Delaware Action, alleging
that the Debtors are infringing five Samsung patents and seeking
injunction and damages for the alleged violations.  In addition,
Samsung filed a patent infringement action against the Debtors'
Japanese subsidiary, Spansion Japan Limited, seeking an injunction
against Spansion Japan from manufacturing and selling certain
products that allegedly infringe on Samsung's intellectual
property as well as the destruction of all those products.

The Debtors have spent millions of dollars preparing for and
litigating the ITC Action and the Delaware Action.  The Debtors
estimate that the litigation costs to them of the Actions will be
approximately $15,000,000 per year for the next three to five
years.

The Debtors and Samsung had a series of discussions about settling
the ITC Action, the Delaware Action and the Japanese Action and
entering into licenses for, and covenants not to sue with respect
to, each other's semiconductor-related intellectual property.

Under the Agreement, the parties agree to dismiss the ITC Action,
the Delaware Action and the Japanese Action.  The Debtors will
grant Samsung a non-exclusive, worldwide, fully paid-up, royalty-
free, perpetual and irrevocable license to all of their existing
and future patent and patent applications.  The Debtors also
covenant not to sue Samsung or its subsidiaries, distributors,
retailers or customers, or in connection with, the use by Samsung
or its subsidiaries of the Licensed Patents in connection with any
products or services of Samsung or its subsidiaries.

In exchange, Samsung will pay the Debtors $70,000,000.  Of this
amount, $40,000,000 will be paid within 10 days after the order
approving the motion has become final, non-appealable and the ITC
Action, the Delaware Action and the Japanese Action have been
dismissed.  The remaining $30,000,000 will be paid over six months
in monthly $5,000,000 increments commencing 30 days after the
initial payment is made.  In addition, Samsung covenants not to
assert the patent and patent applications owned by it and
controlled by its Semiconductor Division against the Debtors and
their subsidiaries personally with respect to any product they
make and sell exclusively under a brand they own or control.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/Spansion&SamsungAgreement.pdf

According to Sommer L. Ross, Esq., at Duane Morris, LLP, in
Wilmington, Delaware, although the objections assert that the
Settlement Agreement should not be approved, the Ad Hoc Consortium
and the Committee do not contend that the $70,000,000 settlement
is unreasonable or that it renders the Settlement Agreement
unreasonable.  Indeed, Ms. Ross adds, the Ad Hoc Consortium's own
supposed expert confirms that he has reached no conclusions as to
the value of the Settlement Agreement to the Debtors.

Ms. Ross says the Settlement Agreement is unquestionably
reasonable.  "[E]ven if every single term, viewed in isolation and
divorced from the larger business context in which the deal was
forged, does not necessarily tip in favor of the Debtors," she
asserts.

                Exhibits to Be Filed Under Seal

The Debtors seek the Court's authority to lodge and maintain
confidential exhibits to be offered by Samsung at the hearing.
The Debtors further request to close to the public those portions
of the hearing related to the Confidential Exhibits and seal or
redact from the public record those portions of the hearing
transcript relating to the Confidential Exhibits.

Moreover, the Debtors ask the Court to enter an order directing
that the Confidential Exhibits and the hearing transcript will
remain under seal and confidential, and will not be made
available to anyone other than:

   (a) the Court;
   (b) the Office of the United States Trustee;
   (c) counsel to the Committee of Unsecured Creditors;
   (d) counsel to the Ad Hoc Consortium; and
   (e) counsel to the Debtors.

               Ad Hoc Consortium's Motion in Limine

The Ad Hoc Consortium sought and obtained the Court's order
precluding the Debtors from introducing any evidence based on
privileged information in support of their motion authorizing
their settlement with Samsung.

Mr. Horan relates that in the discovery process in connection
with the Samsung Settlement Motion, the Debtors produced scant
evidence to justify the Settlement Agreement.  Indeed, Mr. Horan
adds, in response to the Ad Hoc Consortium's requests for
information provided to the Board of Directors in connection with
its consideration of the proposed settlement, the Debtors
produced just two heavily redacted documents, which contain no
substantive information regarding the Settlement Agreement.
According to Mr. Horan, the Debtors have refused to produce
crucial information considered by the Board concerning the
Settlement Agreement on the basis that they are subject to the
attorney-client privilege.  Yet, at the same time, Mr. Horan
avers, the Debtors have relied on this privileged information as
the basis for supporting the Settlement Agreement.

"If they intend on relying on privileged communications in
support of the Settlement Agreement, they cannot withhold in
discovery the underlying information and testimony relating
thereto," assert Mr. Horan.  "Contrary to the Debtors' unfounded
position, the attorney-client privilege cannot be used as a sword
and a shield."

The Ad Hoc Consortium asserted that if the Debtors seek to
introduce evidence at the hearing on the Samsung Settlement
Motion that was previously shielded from discovery, the Ad Hoc
Consortium will be substantially prejudiced.

In a separate filing, the Ad Hoc Consortium sought and obtained
the Court's authority to file under seal exhibits B to C to the
declaration of Andrew Dash in support of the Ad Hoc Consortium's
motion in lime to preclude Debtors' use of privileged documents.

Moreover, the Ad Hoc Consortium request that the Court remove
Exhibit A to the declaration of Mr. Dash.

                    Debtors' Response Under Seal

The Debtors sought and obtained the Court's authority to file
their opposition to the Ad Hoc Consortium's Motion in Limine
under seal. The response and will not be made available to anyone
other than the Court, the Office of the United States Trustee,
counsel to the Official Committee of Unsecured Creditors, counsel
to the Ad Hoc Consortium, counsel to the Debtors, counsel to the
administrative agent for the Debtors' prepetition lenders,
members of the Committee, members of the Ad Hoc Consortium that
have signed a confidentiality agreement with the Debtors and
employees of the Debtors.

The Debtors asserted their opposition includes highly confidential
discussion regarding their litigation strategy, evaluation of the
Settlement Agreement and justifications for approving and
determining to proceed with the Settlement Agreement.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total
debts of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Court Allows SanDisk to Pursue Appeal on IP Suit
--------------------------------------------------------------
At SanDisk Corporation's behest, Judge Kevin Carey of the U.S.
Bankruptcy Court for the District of Delaware lifted the automatic
stay in the bankruptcy cases of Spansion Inc. and its affiliates,
to allow SanDisk to file and pursue an appeal in the U.S. District
Court of Appeals for the Federal Circuit from a judgment entered
by the U.S. Patent and Trademark Office's Board of Patent Appeals
and Interferences.

On March 18, 2009, the Board had entered a judgment upon an
interference action against SanDisk, finding that SanDisk had
failed to properly incorporate by reference a certain previously
filed patent application into its application no 09/310,880.  At
issue was a priority between the 880 Application and of
application no. 08/160,582, filed on December 1, 1993 entitled
PROGRAMMED REFERENCE, which was assigned to Advanced Micro
Devices, Inc.  That application was issued as U.S. Patent No.
5,828,601 on October 27, 1998.  The 601 Patent was allegedly
acquired by Spansion LLC.

The Board found that the 880 Application lacked disclosure
necessary to support SanDisk's claims.  As that was dispositive
of the Interference, the judgment was entered in favor of
Spansion and against SanDisk.

Carl N. Kunz III, Esq., at Morris James LLP, in Wilmington,
Delaware, counsel for SanDisk, asserted that commencement and
prosecution of the Action will not prejudice the Debtors'
reorganization efforts.  Indeed, Mr. Kunz notes, resolving the
Action will assist the Debtors in administering its estate as it
will determine whether the claimed invention is actually property
of the Debtors' estates or not.

"This is an issue that should be determined so that parties
interested in these bankruptcy cases, including the Debtors,
understand the extent of the Debtors' estates," Mr. Kunz said.
"While the Debtors will undoubtedly incur some costs in
litigating the proposed appeal, such costs are inevitable," Mar.
Kunz added.

The Debtors contended that granting SanDisk relief from automatic
stay would undermine the purposes of the Bankruptcy Code and
would, at a very critical stage, distract their attempts to
reorganize their business and confirm a plan of reorganization.
However, the Debtors averred, while SanDisk has failed to show
cause for relief from the automatic stay in order to pursue its
proposed District Court Action, they would be willing to a
limited relief from the automatic stay to allow SanDisk to pursue
an appeal to the United States Court of Appeals for the Federal
Circuit, where the accompanying costs and resources of the
Debtors would be significantly less burdensome.   SanDisk
originally sought to pursue an appeal to either the United States
District Court for the District of Columbia or the United States
District Court for the Northern District of California.

In its response to the Debtors' objection, SanDisk asserted that
the proposed District Action will not require the involvement of
the Debtors' reorganization team or management generally, so the
Debtors cannot prove they are harmed in any meaningful way.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total
debts of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Subject of ITC Cease and Desist Order
---------------------------------------------------
Tessera Technologies, Inc., last week said the International Trade
Commission (ITC) issued a final determination in the action
brought by Tessera against certain wireless manufacturers,
Investigation No. 337-TA-605 (Wireless ITC action), finding
Tessera's asserted patents are valid and infringed.  The ITC
issued a Limited Exclusion Order that prohibits the importation of
certain infringing electronic devices that use Tessera's patented
technology, which are imported by or on behalf of the named
respondents.  The Commission also issued a Cease and Desist Order
against Motorola, Qualcomm, Freescale and Spansion, directing them
to cease their unfair acts including selling infringing articles
out of their US inventories.

"This is a powerful victory for Tessera and the rights of patent
holders everywhere," said Henry R. Nothhaft, president and CEO of
Tessera.  "The ITC's decision establishes that the patents in this
case are valid and enforceable, and sends a positive message to
other innovators that depend on their patent rights to protect
their inventions against would-be infringers."

The respondents in the Wireless ITC action were ATI Technologies,
Freescale Semiconductor, Inc., Motorola, Inc., Qualcomm, Inc.,
Spansion, Inc., Spansion, LLC and ST Microelectronics N.V. Tessera
asserted infringement of two Tessera patents, U.S. Patent No.
6,433,419 ('419) and U.S. Patent No. 5,852,326 ('326).

Tessera -- http://www.tessera.com/-- develops and delivers
technologies for wireless, consumer and computing products.  The
company's packaging and interconnect solutions enable smaller,
higher-functionality electronic devices.  Tessera's imaging and
optics solutions provide low-cost, high-quality camera
functionality in electronic products and include image sensor
packaging, wafer-level optics and image enhancement intellectual
property.  The company also offers customized micro-optic lenses,
from diffractive and refractive optical elements to integrated
micro-optical subassemblies.  Tessera licenses its technologies,
as well as delivers products based on these technologies, to
promote the development of the supply chain infrastructure.  The
company is headquartered in San Jose, California.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total
debts of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPRINT NEXTEL: Issues $405.6MM Shares to 1988 Employee Plan
-----------------------------------------------------------
Sprint Nextel Corporation filed a Registration Statement on Form
S-8 with the Securities and Exchange Commission relating to an
additional 80,000,000 shares of its Series I common stock, par
value $2.00 per share, issuable to eligible employees of the
Company under the 1988 Employees Stock Purchase Plan.  The Common
Stock is in addition to the 20,004,186 shares of Common Stock
registered on the Company's Form S-8 filed on May 15, 2004.

The proposed maximum offering price per share is $5.07.  The
proposed maximum aggregate offering price is $405,600,000.

A full-text copy of the EMPLOYEES STOCK PURCHASE PLAN, AMENDED AND
RESTATED EFFECTIVE APRIL 1, 2009, is available at no charge at
http://ResearchArchives.com/t/s?3d41

As of March 31, 2009, Sprint Nextel had $57.2 billion in total
assets, $38.1 billion in total liabilities, and $19.0 billion in
shareholders' equity.  The Company posted $594 million in net loss
for the three months ended March 31, 2009, compared to a net loss
of $505 million for the same period in 2008.

                        About Sprint Nextel

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

As reported by the Troubled Company Reporter on April 7, 2009,
Standard & Poor's Rating Services revised its outlook on Sprint
Nextel and its subsidiaries to negative from stable.  At the same
time, S&P affirmed all other ratings on the company, including the
'BB' corporate credit rating.  Total funded debt outstanding as of
Dec. 31, 2008, was about $22 billion.

"The outlook revision reflects our concerns that Sprint Nextel's
credit measures could deteriorate further in 2009," said Standard
& Poor's credit analyst Allyn Arden, "given the company's weaker
business position stemming from the ongoing erosion of its
subscriber base."  Total debt to EBITDA was 3.9x for 2008, up from
2.8x a year ago as revenue and EBITDA fell by 11% and 29%,
respectively, largely because of the loss of post-paid customers
that totaled 4.1 million and a decline in average revenue per
user.


STRUCTURAL INVESTMENTS: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtor: Structural Investments & Planning VII, L.L.C.
                5125 E. Thomas Road
                Phoenix, AZ 85016

Case Number: 09-10427

Involuntary Petition Date: May 14, 2009

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Carole Pavelin                 loan                 $50,000
1946 E. Kentucky Lane
Tempe, AZ 85284

Peter Day                      commission           $6,300
3620 E. Campbell Ave., S.F
Phoenix, AZ 85018

Patrick O'Donnell              event bookings       $4,000
201 E Southern Ave., S. 118
Tempe AZ, AZ 85282


SUN WEST BOTTLERS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sun West Bottlers, LLC
        5530 W. Bethany Home Road
        Glendale, AZ 85301

Bankruptcy Case No.: 09-11283

Chapter 11 Petition Date: May 22, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Daniel P. Collins, Esq.
                  Collins, May, Potenza, Baran & Gillespie
                  2210 Chase Tower
                  201 North Central Avenue
                  Phoenix, AZ 85004-0022
                  Tel: (602) 252-1900
                  Fax: (602) 252-1114
                  Email: dcollins@cmpbglaw.com

Total Assets: $295,541

Total Debts: $5,055,749

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

          http://bankrupt.com/misc/azb09-11283.pdf

The petition was signed by Tina M. Placourakis, managing member of
the Company.


THELMA V SPIRTOS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Thelma V. Spirtos
        16018 Puesta Del Sol
        Whittier, CA 90603

Bankruptcy Case No.: 09-22687

Chapter 11 Petition Date: May 22, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Jon Eardley, Esq.
                  16020 Puesta Del Sol
                  Whittier, CA 90603
                  Tel: (562) 947-2006

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

Estimated Debts: $500,000 to $1,000,000

A full-text copy of Ms. Spirtos' petition, including a list of her
14 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-22687.pdf

The petition was signed by Ms. Spirtos.


TOWN AND COUNTRY: A.M. Best Cuts FS Rating to 'B' from 'B+'
-----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of Town and Country Mutual Insurance Company in Bryant, Arkansas.
The ratings have been removed from under review with negative
implications and assigned a stable outlook.

The ratings were placed under review with negative implications on
April 7, 2009, following a significant decline in Town and
Country's surplus in 2008 and pending discussions with management
regarding its capital management strategy.

The rating downgrades are due in part to the continuation of
underwriting losses in 2009, following a 40.5% surplus decline in
2008.  Town and Country experienced frequent and severe storm
losses from wind, hail and tornadoes in 2008, resulting in a
$1.2 million underwriting loss.  Furthermore, a severe ice storm
in January 2009 and tornadoes in April 2009 also resulted in
significant losses.

A.M. Best also considered Town and Country's capital management
strategies, which included a 25% quota share reinsurance
agreement.  This quota share will improve net premium leverage and
contributed to the assignment of the stable outlook.  However,
A.M. Best remains concerned with Town and Country's poor operating
performance and ability to generate surplus growth.


TRIESTE INVESTMENTS: Plan Hearing Continued to June 18
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued to June 18, 2009, at 2:00 p.m. the confirmation hearing
on Trieste Investment, LLLP's First Amended Plan of Reorganization
under Chapter 11 of the Bankruptcy Code.

All creditors will be paid in full over the term of the Plan.  The
Debtor's equity holders will receive no dividends or distributions
during the life of the Plan, unless all senior classes have been
paid.

On the Plan's effective date, the Debtor will pay the secured
claim of Weldon Alders that amount required to reinstate the
allowed claim by bringing all then due and outstanding principal
and contract rate of interest payments current pursuant to the
Alders Note.

The secured claim of Weldon Alders, the former owner, will be paid
through (1) payments from condemnation proceeds received from the
Louis Dreyfus lawsuit settlement, (2) proceeds from the timber
contract with Carl Kleinmann, (3) credit for the proceeds of
$127,000 received directly by Alders from Chevron prior to the
Bankruptcy Case, (4) proceeds to be realized from the Texas Dept.
of Transportation for its condemnation or taking of a widened
highway easement along Texas State Highway 146, which runs
contiguous to the Property, (5) sales of released parcels from the
Property or the sale of the entire Property, and, (6) postpetition
financing from third parties, until the Alders Loan is paid in
full.

General Unsecured Claims will be paid after the payment of all
senior classes under Classes 2 through 5.

The Debtor anticipates obtaining a $4,000,000.00 loan at a
minimum, with interest at an annual rate of 15%, payable over a 4-
year loan period.

On the net proceeds from the sale of the Property or any parcels
after the Plan's Effective Date and from DIP Financing, the
proceeds shall be distributed: first to pay any amounts then due
and owing under the DIP Financing and to pay the secured claim of
Weldon Alders; then pro rata to the Allowed Secured Claims of
Classes 3 and 4 until paid in full; and lastly, pro rata to the
Allowed Unsecured Claims of Class 6 until paid in full.

                     Classification of Claims

The Plan classified claims and interests into 7 classes:

  Class          Description            Treatment
  -----    -----------------------      ---------
    1      Administrative Claims        Paid in full

    2      Secured Claim of Weldon      Impaired
           Alders

    3      Secured Claim of AHK
           Texas Holdings, L.L.C.       Impaired

    4      Secured Claim of MW2
           Investments, L.L.C.          Impaired

    5      Priority Tax Claims          Paid in full

    6      General Unsecured Claims     Impaired

    7      Equity Interest Holders      Will receive zero
                                        distributions during the
                                        life of the Plan.

A full-text copy of the amended disclosure statement explaining
Trieste Investments' First Amended Plan of Reorganization is
available at http://bankrupt.com/misc/triesteDS.pdf

Scottsdale, Arizona-based Trieste Investments, LLLP holds
investment property in Liberty County, Texas.  The Company filed
for Chapter 11 protection on October 6, 2008 (Bankr. D. Ariz. Case
No. 08-13674).  Franklin D. Dodge, Esq., at Ryan Rapp & Underwood,
P.L.C., represents the company as counsel.  The company listed
assets of $10 million to $50 million and debts of $10 million to
$50 million.


TRILOGY DEV'T: Bankruptcy Forestalls Payment of $13.8MM Debt to JE
------------------------------------------------------------------
Steve Vockrodt at Kansas City Business Journal reports that
Trilogy Development Co. LLC's bankruptcy filing has cancelled a
May 18 hearing in the Jackson County Circuit Court, where a judge
might have confirmed an arbitration panel's decision that the
Company owed JE Dunn some $13.87 million in construction costs.

According to Business Journal, Trilogy and JE Dunn have been in
legal battle since the Company walked off the $116 million mixed-
use project at 48th Street and Roanoke Parkway amid disputes about
payments and work quality.  Trilogy, says Business Journal lost in
arbitration, but said it would dispute the panel's findings.
Citing bankruptcy lawyer Mark Moedritzer at Shook Hardy & Bacon
LLP, Business Journal relates that although the Jackson County
Circuit Court could have declined to confirm the arbitration award
at the May 18 hearing, such rulings are rarely overturned in
court, "unless there's fraud or something like that, that's
typically not the case."

Business Journal notes that a court-confirmed award would have
carried considerable weight in bankruptcy proceedings because
mechanic's liens underlie the claim and are among the first debts
to be resolved in a Chapter 11 reorganization.  According to
Business Journal, JE Dunn filed a February 2 mechanic's lien that
claims Trilogy owes it about $17.19 million.

The arbitration award against Trilogy would be best resolved in
bankruptcy court, Business Journal relates, citing Jonathan
Margolies of McDowell Rice Smith & Buchanan PC who represents
Trilogy in the bankruptcy proceeding.  The report quoted Mr.
Margolies as saying, "We were cognizant of that action, and we
also think and continue to think that whole dispute and the issues
underlying that dispute . . . should be adjudicated in bankruptcy
court."

According to Business Journal, a JE Dunn official said that the
company still expects to collect its arbitration award.  Business
Journal quoted Dirk Schafer, project manager for JE Dunn, as
saying, "We were not contacted by Trilogy or its attorneys prior
to its filing Chapter 11 bankruptcy.  As you are aware, JE Dunn
has won a final, binding award of arbitration related to its work
on the West Edge project.  We expect to hear from Trilogy or their
attorneys about their plans to satisfy our award."

Kansas City, Missouri-based Trilogy Development Co. LLC is the
entity formed by advertising magnate Bob Bernstein to build the
West Edge project.  The Company filed for Chapter 11 bankruptcy
protection on May 15, 2009 (Bankr. W.D. Mo. Case No. 09-42219).
Jonathan A. Margolies, Esq., and R. Pete Smith, Esq., at McDowell,
Rice, Smith & Buchanan assists the Company in its restructuring
efforts.  The Company listed $100 million to $50 million in assets
and $100 million to $50 million in debts.


TUMBLEWEED INC: Wants to Employ Jones Law as Special Counsel
------------------------------------------------------------
Tumbleweed, Inc., asks the U.S. Bankruptcy Court for the Western
District of Kentucky for authority to employ Jones Law Offices as
special counsel, nunc pro tunc to May 13, 2009.

Jones Law Offices will represent the Debtor with respect to
ongoing and anticipated beverage licensing-related matters in the
State of Ohio.

Gary L. Jones, Esq., a member at Jones Law Offices, assures the
Court that the firm does not have any interest materially adverse
to the Debtor's estate, its creditors, or equity security holders,
and that the firm is a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

As compensation for their services, JLO's professionals bill:

         Professional               Hourly Rate
         ------------               -----------
         Gary L. Jones, Esq.           $225
         Robyn Jones, Esq.             $200

                     About Tumbleweed, Inc.

Headquartered in Louisville, Kentucky, Tumbleweed, Inc. --
http://www.tumbleweedrestaurant.com/-- together with Custom Food
Solutions LLC operate a chain of restaurants.

Tubleweed and its affiliates filed separate petitions for Chapter
11 relief on March 27, 2009 (Bankr. W.D. Ky. Case No. 09-31525 to
09-31526).  Ruby D. Fenton-Iler, Esq., at Borowitz & Goldsmith,
PLC, and David M. Cantor, Esq., at Seiller Waterman LLC, represent
the Tumbleweed, Inc. as counsel.  The Debtor listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


VERASUN ENERGY: McGladrey & Pullen Steps Down as Accountants
------------------------------------------------------------
VeraSun Energy Corporation on May 20, 2009, received notification
from McGladrey & Pullen LLP of their resignation as the Company's
independent registered public accounting firm.

McGladrey's report on the Company's consolidated financial
statements for the year ended December 31, 2007, did not contain
an adverse opinion or a disclaimer of opinion, nor was such report
qualified or modified as to uncertainty, audit scope, or
accounting principles.  McGladrey did not issue a report on the
Company's consolidated financial statements for the year ended
December 31, 2008.

During the Company's fiscal year ended December 31, 2007, and the
period January 1, 2008 through May 20, 2009, there were no
disagreements between the Company and McGladrey on any matter of
accounting principle or practice, financial statement disclosure,
or auditing scope or procedure that, if not resolved to
McGladrey's satisfaction, would have caused it to make reference
to the matter in conjunction with their report on the Company's
consolidated financial statements for the relevant year.

During the Company's fiscal years ended December 31, 2007, and the
period January 1, 2008 through May 20, 2009, there were no
reportable events -- as defined in Item 304(a)(1)(v) of Regulation
S-K -- except that during the quarter ended September 30, 2008,
the accountants advised the registrant of identified deficiencies
in internal control over financial reporting that, in the
aggregate, were determined to be a material weakness.  This
communication was discussed with the Company's audit committee.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital and
other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Endres Ceases to Serve as CEO, Stays as Director
----------------------------------------------------------------
VeraSun Energy Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that on May 18, 2009, its
Board of Directors determined that the office of Chief Executive
Officer is no longer necessary because:

   -- of the completion of work and termination of the Transition
      Services Agreement, dated April 1, 2009, between the Company
      and Valero Renewable Fuels Company, LLC; and

   -- the remaining activities of the Company are expected to
      consist of completing the wind-down of its operations and
      implementation a plan of reorganization, effectiveness of
      which will be subject to creditor approval and confirmation
      by the Bankruptcy Court.

Accordingly, Donald L. Endres, the Company's CEO, ceased to serve
as CEO effective May 18, 2009, and his employment with the Company
terminated effective as of May 26, 2009.  Mr. Endres will continue
to serve as a director of the Company.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital and
other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WASHINGTON MUTUAL: Wants $4-Bil. Summary Judgment vs. JPMorgan
--------------------------------------------------------------
Washington Mutual Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to rule summarily that it's entitled to
recover $4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
Federal Deposit Insurance Corp. and immediately transferred to
JPMorgan Chase & Co.

Citing that there are "no genuine issues of material fact,"
Washington Mutual Inc., asks the Court to rule on its summary
judgment motion, which is part of the adversary proceeding
commenced by WaMu in late April against New York-based JPMorgan.
As reported by the Troubled Company Reporter, the Debtors
initiated a complaint against JPMorgan, asking the Bankruptcy
Court to:

   (1) direct JPMorgan to pay the Deposits, including pre-
       judgment interest, in the WMB and WMB fsb Accounts;

   (2) compel JPMorgan to pay restitution to the Debtors in an
       amount equal to JPMorgan's "unjust enrichment;" and

   (3) award them costs they incurred in pursuing the Adversary
       Complaint.

The Debtors aver that as of the Petition Date, they had cash on
deposit with their former subsidiaries, Washington Mutual Bank in
Henderson, Nevada and Washington Mutual Bank fsb, in Park City,
Utah, in excess of $3,800,000,000, consisting of more than
$135,000 in demand deposit accounts at WMB and approximately
$3,668,000,000 at WMB fsb.

In addition to the suit against JPMorgan, there are two other
suits in file in connection with its efforts to recover property
lost in September when its bank subsidiaries were taken over by
the FDIC and promptly transferred to JPM:

   -- Washington Mutual filed suit in March against the FDIC in
      U.S. District Court in Washington after its claim in the
      bank receivership was denied.  The Debtor seeks to recover
      $6.5 billion in capital contributions, $4 billion in
      preferred securities and $3 billion in tax refunds.  The
      lawsuit contends the FDIC sold the bank for substantially
      less than the assets were worth.  The holding company
      believes the bank's assets were worth more than the bank's
      debt.

   -- JPMorgan filed an adversary complaint against Washington
      Mutual and WMI Investment Corp., and Federal Deposit
      Insurance Corporation, seeking (i) to ensure that it is not
      divested of the assets and interests purchased in good faith
      from the FDIC, as receiver for WMB; and (ii) for
      indemnification and recovery against the Debtors for
      certain liabilities that may be asserted against JPMorgan,
      as successor by merger to WMB, pursuant to a Purchase and
      Assumption Agreement dated September 25, 2008, with the
      FDIC.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Extends Plan Filing Deadline Until July 23
-------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods within which
Washington Mutual, Inc., and WMI Investment Corp. may:

  (1) file a plan of reorganization through July 23, 2009; and

  (2) solicit and obtain acceptances of that plan through
      September 21, 2009.

The Debtors maintained that the 90-day extension of their
Exclusive Periods will allow them to continue making progress on
resolving the legal status of certain of their assets, including
those that relate to the Federal Deposit Insurance Corporation and
JPMorgan Chase Bank.

The Debtors commenced a complaint against the Federal Deposit
Insurance Corporation in the U.S. District Court for the District
of Columbia to challenge the FDIC's disallowance of their claim.
The Debtors seek to recover $6.5 billion in capital contributions,
$4 billion in preferred securities, and $3 billion in tax refunds.
The Debtors said their Litigation against FDIC requires from them
a significant portion of time and energy and "constitute a
substantial drain on the[ir] resources."

Moreover, the Debtors reasoned that they could not propose a
feasible plan unless they know the amount of assets available for
distribution to their creditors.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: JPMorgan Says Rule 2004 Exam Inappropriate
-------------------------------------------------------------
JPMorgan Chase Bank, National Association, tells the U.S.
Bankruptcy Court for the District of Delaware that while
Washington Mutual, Inc., and WMI Investment Corp.'s proposed
discovery on them under Rule 2004 of the Federal Rules of
Bankruptcy Procedure is "critical to the Debtors' full
understanding of affirmative claims and counterclaims against
JPMorgan Bank," the Federal Rules provide that Discovery is
available only through related, pending litigations.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, relates that there are two pending litigations that
relate to the Rule 2004 Discovery request:

   (1) The Debtors' action against the Federal Deposit Insurance
       Corporation in the U.S. District Court for the District of
       Columbia, captioned Washington Mutual, Inc., et al. v.
       FDIC, in which the Debtors are already broadly challenging
       the conduct of the FDIC in connection with the failure of
       Washington Mutual Bank and the resulting sale of
       substantially all of the assets of WMB to JPMorgan on
       September 25, 2008; and

   (2) JPMorgan's adversary proceeding against the Debtors, in
       which JPMorgan asserts claims that result from the
       Debtors' efforts to assert ownership rights over the
       Purchased Assets from the FDIC.

To the extent the Rule 2004 Discovery Requests are being
propounded for the purpose of exploring "counterclaims" against
JPMorgan Bank, the Counterclaims are related to the Pending
Litigations and therefore, may be appropriately pursued in the
context of either or both of the Litigations "but not
independently through Rule 2004," Mr. Landis argues.

Moreover, he continues, to the extent the Rule 2004 Discovery
Requests are directed at JPMorgan Bank to explore other potential
"claims" against JPMorgan Bank, those claims relate to the sale of
WMB's assets by the FDIC to JPMorgan Bank -- a subject of both the
D.C. Action and the Adversary Proceeding.

The use of Rule 2004 to seek discovery is inappropriate and an
"abuse" when it clearly relates to and is available in the pending
proceeding, Mr. Landis says, pointing the Court to Snyder v.
Soc y Bank, 181 B.R. 40, 41 (S.D. Tex. 1994).  "There is no
justification for permitting the Debtors to proceed with piecemeal
Rule 2004 Discovery while full-scale discovery is ready to
proceed," he maintains.

He adds that the Debtors' Rule 2004 Motion is a not-so-subtle
attempt to proceed with duplicative discovery and circumvent the
protections and efficiencies that a comprehensive discovery
schedule would provide.

The Rule 2004 discovery clearly will require the review of
documents from some of the same custodians and sources from whom
JPMorgan will collect documents for the Adversary Proceeding and
other Related Litigations, resulting in needless duplication and
expense, Mr. Landis tells the Court.

The Debtors, Mr. Landis points out, have already laid out claims
in the D.C. Action that would be compulsory counterclaims to the
Adversary Proceeding, with respect to attempting to "claw back"
Trust Securities, tax refunds, capital contributions and other
assets that belong to JPMorgan.  Hence, he avers, the possibility
that the Debtors may develop new counterclaims as the Litigations
progress is not a basis for their request to extend their time to
file counterclaims against JPMorgan Bank.

                          Debtors React

The Requested Examination is "necessary to explore and uncover
potential business-destruction tort claims" that the Debtors, as
estate fiduciaries, must bring for the benefit of all
stakeholders, Rafael X. Zahralddin-Aravena, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, insists.  Because much of the
Debtors' institutional knowledge is now in the hands of JPMorgan
or third parties that are no longer employed by the Debtors, the
Debtors need the Rule 2004 Discovery, he maintains.

Mr. Zahralddin-Aravena asserts that the objection of JPMorgan
Chase Bank N.A. is without merit because the entity from which the
Debtors ultimately will be seeking discovery is JPMorgan Chase &
Co., which is not a party to the Adversary Proceeding or the D.C.
Action.  Accordingly, he elaborates, JPMorgan Bank's filing of an
Adversary Proceeding with the Court prior to the Debtors' request
for Rule 2004 Discovery should have no impact on the Discovery
Request.

"In fact, the Requested Examination was tailored and targeted to
ensure that it was not duplicative of the issues germane in the
Adversary Proceeding," Mr. Zahralddin-Aravena says.  He clarifies
that the Adversary Proceeding asks the Court to make a series of
legal determinations regarding JPMorgan's interests in certain
assets it claims to have purchased from the FDIC.  In contrast, he
notes, the Discovery sought through the Debtors' Requested
Examination concerns JPMorgan's alleged misconduct, including
gaining access to the Debtors' confidential information in
connection with its supposed interest in bidding for the company,
then causing market panic, thereby fomenting an FDIC seizure of
WaMu.

He further points out that discovery in the Adversary Proceeding
will be a much slower process and will involve significant
resistance by JPMorgan Bank to provide the "business-destruction
discovery" sought by the Debtors.

Nevertheless, Mr. Zahralddin-Aravena maintains, to the extent the
requested Examination demonstrates that the Debtors have viable
claims against JPMorgan, the Debtors should not be limited in
choosing the proper venue to bring those Claims.

Mr. Zahralddin-Aravena adds that contrary to JPMorgan's
assertion, the Debtors' Requested Examination is designed neither
to evade the Federal Rules of Bankruptcy Procedure nor to bolster
the Debtors' defenses in the Adversary Proceeding.  Rather, the
Debtors maintain that they are properly using Rule 2004 as a
"pre-litigation tool for identifying separate potential claims"
and to unearth potential estate claims, which relate to business
tort claims against JPMorgan and which it did not raise in the
Adversary Proceeding.

The Debtors insist that their request for extension of time to
assert counterclaims against JPMorgan is necessary, because they
are "severely understaffed and suffering from a lack of
institutional memory" due to JPMorgan's purchase of WMB from the
FDIC.

The Debtors filed on May 18, 2009, their response to JPMorgan's
objection, pursuant to a Court-approved stipulation extending the
Response Period.

In a separate filing, the Official Committee of Unsecured
Creditors informed the Court and parties-in-interest that it joins
the Debtors' request for an examination of JPMorgan under Rule
2004.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WOOD STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wood Street Commons Associates
        9189 Marshall Road
        Cranberry Twp, PA 16066

Bankruptcy Case No.: 09-23767

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Samuel R. Grego, Esq.
                  Dickie, McCamey & Chilcote
                  Suite 400
                  2 PPG Place
                  Pittsburgh, PA 15222
                  Tel: (412) 392-5507
                  Fax: (412) 392-5367
                  Email: gregos@dmclaw.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by D. Thomas Mistick.


WORKMEN'S AUTO: A.M. Best Affirms FS Rating at "B"
--------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb" of Workmen's Auto Insurance Company in Los
Angeles, California).

The revised outlook reflects the deterioration in Workmen's risk-
adjusted capitalization following significant operating losses in
2008.

The ratings of Workmen's reflect its marginal risk-adjusted
capitalization and elevated underwriting leverage.  Underwriting
performance was impacted by significant underwriting losses as
well as one time costs due to expenses from litigation and the
execution of management's product and distribution strategies.  In
addition, the ratings recognize the company's concentration of
exposures in the non-standard automobile line of business.

These rating factors are partially offset by the actions of the
management team who implemented refined underwriting procedures,
revised rates, expanded its product distribution, initiated agency
management strategies and improved claims procedures.
Additionally, Workmen's holds a conservative investment portfolio
consisting primarily of highly-rated bonds, which generated
relatively consistent levels of investment income that offset
underwriting losses over the past five years.


YOSI SHEMTOV: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Yosi Shemtov
        193-53 McLaughlin Avenue
        Queens, NY 11423

Bankruptcy Case No.: 09-44229

Chapter 11 Petition Date: May 22, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Narissa A. Joseph, Esq.
                  277 Broadway, Suite 501
                  New York, NY 10017
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  Email: njosephlaw@aol.com

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

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

A full-text copy of Mr. Shemtov's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nyeb09-44229.pdf

The petition was signed by Mr. Shemtov.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: May 18, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***