TCR_Public/090529.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 29, 2009, Vol. 13, No. 147

                            Headlines


800 N. 24TH: Case Summary & 20 Largest Unsecured Creditors
AIRGAS INC: Moody's Reviews 'Ba1' Corporate Family Rating
AMC ENTERTAINMENT: Launches $300 Million Private Debt Offering
AMC ENTERTAINMENT: Moody's Rates $600 Mil. Senior Notes at 'B1'
AMERICAN COMMUNITY: Section 341(a) Meeting Set for June 9

AMERICAN COMMUNITY: U.S. Trustee Forms 3-Member Creditor Panel
AMERICAN COMMUNITY: May Borrow Up to $5 Million From BMO
AMERICAN INST'L: Case Summary & 20 Largest Unsecured Creditors
AMERICAN INT'L: Wants to Sell Part of Transatlantic Stake
AMERICAN TOWER: Fitch Assigns 'BB+' Rating on $300 Mil. Notes

AMERICAN TOWER: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes
AMERICAN TOWER: S&P Assigns 'BB+' Rating on $300 Mil. Notes
ANCHOR BLUE: Files for Chapter 11 Bankruptcy Protection
ANCHOR BLUE: Case Summary & 30 Largest Unsecured Creditors
ANTHONY M. POTENTI: Case Summary & 20 Largest Unsecured Creditors

AVIS BUDGET: Lease Financing Won't Affect S&P's 'CCC+' Rating
AXCELIS TECHNOLOGIES: Slashes 20% Global Workforce to Cut Debt
BANK OF AMERICA: Raises $26BB in Capital, Nears Target
BEST BUILDING: Case Summary & 20 Largest Unsecured Creditors
BUILDING MATERIALS: Moody's Gives Stable Outlook on 'B3' Rating

CAPRI HOMES: Voluntary Chapter 11 Case Summary
CDW CORP: S&P Downgrades Corporate Credit Rating to 'B-'
CENT ANNI: Case Summary & 3 Largest Unsecured Creditors
CHRYSLER LLC: Rejected Dealers' Sales May Lessen Inventory Woe
COLONIAL BANCGROUP: CEO Reports Update on Capital Infusion

CONTECH LLC: Major Clients Try to Block Sale to Revstone
CONTINENTALAFA: Panel Wants Disclosure Statement Hearing Adjourned
COYOTES HOCKEY: Wants Schedules Filing Extended Until June 4
CREW CREATIVE: Case Summary & 20 Largest Unsecured Creditors
CRUCIBLE MATERIALS: Can Hire Epiq as Claims/Noticing Agent

CRUCIBLE MATERIALS: Wants to Reject Two Non-Residential Leases
CRYSTAL LOTUS: Voluntary Chapter 11 Case Summary
DANA HOLDING: Names James E. Sweetnam as President & CEO
DELTA AIR: Chapter 11 Cases Reassigned to Judge Cecilia Morris
DELTA AIR: Officers Disclose Transactions Related to Common Stock

DELTA AIR: To Offer Early Retirement to Some Pilots, Union Says
DELTA PETROLEUM: Roger Parker Steps Down as Chairperson & CEO
ENERGY PARTNERS: Can Hire Epiq as Notice & Claims Agent
ENGINEERED FRAMING: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Court Okays MTB Investment Settlement

ENRON CORP: Court Okays Settlement of Fremont General Lawsuit
ENRON CORP: Skilling Asks Supreme Court to Overturn Conviction
ERE-MT LLC: Case Summary & 1 Largest Unsecured Creditor
FAIRFIELD SHOPPING: Case Summary & 7 Largest Unsecured Creditors
FILENE'S BASEMENT: Wants to Hire Vorys Sater as Special Counsel

FILENE'S BASEMENT: Landlords Oppose Asset Sale
FOAMEX INT'L: Court OKs Sale to MatlinPatterson & Black Diamond
FREMONT GENERAL: Judge Gonzalez Okays Enron Settlement
FURNITURE-IN-PARTS: Case Summary & 19 Largest Unsecured Creditors
G.M. BERGERON: Proofs of Claim Must Be Filed by July 10

GENCORP INC: Taps Imperial Capital to Assist Refinancing Efforts
GENERAL MOTORS: To File for Chapter 11 Bankruptcy Monday, WSJ Says
GENERAL MOTORS: Issues Early Paychecks This Week to Workers
GEORGIA JOANN ADAMS: Case Summary & 10 Largest Unsecured Creditors
GETRAG TRANSMISSION: Panel May Retain BWST as Bankruptcy Counsel

GJERDE FAMILY: Case Summary & 7 Largest Unsecured Creditors
GREEN MOUNTAIN: Involuntary Chapter 11 Case Summary
HARRAH'S OPERATING: Moody's Assigns 'Caa3' Rating on $1 Bil. Notes
HARRAH'S ENTERTAINMENT: S&P Puts 'CCC' Rating on Positive Watch
HEXION SPECIALTY: Participation Period Extended Until June 8

HIGH FALLS: Case Summary & 20 Largest Unsecured Creditors
HOME RENOVATORS: Case Summary & 6 Largest Unsecured Creditors
HOMEGOLD FINANCIAL: Former CFO Jailed for Role in Unit's Collapse
HUNTSVILLE PARKWAY: Case Summary & 6 Largest Unsecured Creditors
IPC SYSTEMS: Moody's Downgrades Corporate Family Rating to 'B3'

JEANNE RIZZOTTO: Case Summary & 20 Largest Unsecured Creditors
JOHN MCGILL: Files for Chapter 11 Bankruptcy Protection
KARAWIA INDUSTRIES: Wants Levene Neale as Bankruptcy Counsel
KAY FURNITURE: Case Summary & 20 Largest Unsecured Creditors
LEVI STRAUSS: Anchor Agreement Won't Affect Moody's 'B1' Rating

M. PARRISH PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
MARK N. HEAD: Case Summary & 21 Largest Unsecured Creditors
MARSICO PARENT: Sharp Drop in AUM Cues S&P to Junk Credit Rating
MEDIACOM BROADBAND: Fitch Affirms 'B' Issuer Default Rating
MEDIACOM COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating

MEDIACOM LLC: Fitch Affirms 'B' Issuer Default Rating
MERUELO MADDUX: Chapter 11 Case Reassigned to Judge Mund
METALDYNE CORP: Files for Chapter 11 Bankruptcy Protection
METALDYNE CORPORATION: Case Summary & 50 Largest Unsec. Creditors
MILFORD CONNECTICUT: Case Converted to Chapter 7 Liquidation

MOSAIC DATA: Chapter 7 Trustee Pursues Directors & Officers
NEWPARK RESOURCES: S&P Downgrades Corporate Credit Rating to 'B'
NOBLE INTERNATIONAL: Roll Forming Biz Purchase Pact Terminated
NORCRAFT HOLDINGS: Moody's Affirms Corporate Family Rating to 'B2'
NORWOOD PROMOTIONAL: Can Hire Epiq as Notice and Claims Agent

NORWOOD PROMOTIONAL: Seeks to Sell All Assets for $132.5MM
OCA LLC: Case Summary & 20 Largest Unsecured Creditors
PAM F.R.O.G.: Case Summary & 20 Largest Unsecured Creditors
PEGASUS WIRELESS: Faces SEC Lawsuit for $30MM Stock-Dumping Scheme
PEQUOT CAPITAL: Will Close Amid Insider-Trading Probe

PHOENIX COYOTES: Keep J. Balsillie's Offer Open, Investors Say
PILGRIM'S PRIDE: 37 Trade Creditors Transfer $889,000+ Claims
PILGRIM'S PRIDE: Can Assign PPC of Alabama Contracts to Maschoffs
PILGRIM'S PRIDE: Court Sets Cure Amounts for Foster Farms Sale
PILGRIM'S PRIDE: Panel Appeals to Equity Committee Appt. Order

PILGRIM'S PRIDE: Rejects El Dorado Poultry's Bid for Processors
PNC FINANCIAL: Raises More Than $600 Million in Common Equity
POMPANO MEDICAL: Voluntary Chapter 11 Case Summary
PRUDENTIAL SECURITIES: Moody's Cuts Class B-3 of Notes to Ba2
QIMONDA NA: Wants August 20 as Creditors' Claim Bar Date

R.H. DONNELLEY: Files for Chapter 11 Bankruptcy Protection
RICK LANE HAMMER: Case Summary & 20 Largest Unsecured Creditors
RITE AID: Seeks to Enter Into New $400 Million Term Loan
RJG LLC: Case Summary & 5 Largest Unsecured Creditors
ROYAL WEST: Involuntary Chapter 11 Case Summary

SEMGROUP LP: Court Sets Disclosure Statement Hearing for June 25
SEMGROUP LP: Anadarko Balks at Collateral Use for White Cliffs
SEMGROUP LP: Producers' Panel Balks at Hiring Counsel for Ronan
SILVEROAK HOLDINGS: Files for Chapter 11 Bankruptcy Protection
SILVEROAK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

SKINNER ENERGY: Simpson Thacher Gets Favorable Ruling for Insurers
SOUTHEASTERN INCOME: Cash Collateral Hearing Adjourned to July 2
ST ANTHONY FISH: Case Summary & 8 Largest Unsecured Creditors
TCO FUNDING: Challenging Market Conditions Cue S&P's Junk Rating
TEREX CORPORATION: Moody's Downgrades Corp. Family Rating to 'B2'

TH PROPERTIES: Section 341(a) Meeting Scheduled for June 8
TIERRA DEL SOL: Case Summary & 20 Largest Unsecured Creditors
TOROSAN REALTY: Voluntary Chapter 11 Case Summary
TRUMP ENTERTAINMENT: Marina's Sale to Coastal Will be Delayed
TUCSON HOSPITAL: Case Summary & 20 Largest Unsecured Creditors

ULTRAPETROL LIMITED: Moody's Gives Negative Outlook on 'B2' Rating
US ENERGY: GBGH Plan Confirmed; Expects June 2009 Effective Date
VERSO PAPER: Moody's Assigns 'Ba2' Rating on First Priority Notes
VINEYARD CHRISTIAN: Malibu City Submits $15 Million Bid for MPAC
VISTEON CORP: Files for Chapter 11 Bankruptcy Protection

VISTEON CORPORATION: Case Summary & 30 Largest Unsecured Creditors
WATERMARK MARINA: Case Summary & 9 Largest Unsecured Creditors
WILLIAM J. LOPSHIRE: Case Summary & 4 Largest Unsecured Creditors
WOOD STREET COMMONS: Case Summary & 20 Largest Unsecured Creditors

* Laureen Ryan Joins Alvarez & Marsal as Managing Director

* BOOK REVIEW: Merger Takeover Conspiracy, A Business Story



                            *********


800 N. 24TH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 800 N. 24th Street Associates, L.P.
        710 N. 5th Street
        Philadelphia, PA 19123

Bankruptcy Case No.: 09-13860

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street
                  Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.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/paeb09-13860.pdf

The petition was signed by Plato Marinakos.


AIRGAS INC: Moody's Reviews 'Ba1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service placed the ratings of Airgas, Inc.,
under review for possible upgrade.  This action follows another
quarter of relatively strong results and reflects Moody's
expectation that Airgas will continue to perform well despite the
very weak macro-economic environment in North America.  Airgas'
current Corporate Family Rating is Ba1, and its subordinated notes
are rated Ba2.

The ratings review, which is expected to be completed before the
end of July, recognizes that over the past three years key credit
metrics have strengthened to investment grade levels, despite
spending more on acquisitions each year than its generates in free
cash flow.  However, in fiscal 2010 these same metrics are
expected to be slightly weaker (<10%) due to the recessionary
economy in North America.  The review will evaluate Airgas'
ability to maintain metrics at investment grade levels despite on-
going acquisition activity, as well as management's plan to
refinance significant debt maturities in 2010 and 2011 resulting
from the maturity of the company's $1.2 billion credit facility
(term loan and revolver).  In addition, Moody's will assess
Airgas' financial policies to support its long-term growth
objectives.

Rating placed under review for possible upgrade:

Airgas Inc.

  -- Corporate Family Rating at Ba1
  -- Probability of Default Rating at Ba1
  -- Senior subordinated notes at Ba2, LGD5 (89%)

Moody's last rating action on Airgas was on June 4, 2008 when its
outlook was changed to positive from stable.

Airgas Inc., headquartered in Radnor, Pennsylvania, is the largest
independent distributor of industrial, medical and specialty gases
and related equipment in North America.  Airgas reported
$4 billion in sales for its fiscal year ending March 31, 2009.


AMC ENTERTAINMENT: Launches $300 Million Private Debt Offering
--------------------------------------------------------------
AMC Entertainment Inc. proposes to issue $300 million aggregate
principal amount of senior notes due 2019 in a private offering
that is exempt from the registration requirements of the
Securities Act of 1933, as amended.

The company says a portion of the net proceeds from the private
offering will be used to:

  -- purchase its outstanding $250 million aggregate principal
     amount of 85/8% Senior Notes due 2012 pursuant to a cash
     tender offer announced Tuesday; and

  -- retire any 2012 Notes not purchased in the cash tender offer
     or some of other its existing indebtedness and indebtedness
     of its parent companies through open market purchases.

Any retirement of parent indebtedness may involve the dividend of
proceeds to the parent companies, the company adds.

The tender offer will expire at midnight on June 22, 2009, New
York time.  Under the terms of the tender offer, holders of the
2012 Notes who validly tender and do not validly withdraw their
2012 Notes and consents prior to 5:00 p.m., New York City time on
June 8, 2009, such time and date which may be extended, will
receive the total consideration, which is equal to:

  (i) $1,000 per $1,000 in principal amount of 2012 Notes validly
      tendered, plus

(ii) $30 per $1,000 in principal amount of the 2012 Notes validly
      Tendered.

According to the company, holders of the 2012 Notes who validly
tender their 2012 Notes after the consent date but on or before
the expiration date will receive only the tender consideration.
In both cases, holders whose 2012 Notes are purchased in the
tender offer will also be paid accrued and unpaid interest from
the most recent interest payment date on the 2012 Notes to, but
not including, the applicable settlement date.

In connection with the tender offer, the company is soliciting the
consent of holders of the 2012 Notes to certain proposed
amendments to the indenture governing the 2012 Notes.

The company says the primary purpose of the consent solicitation
and proposed amendments is to eliminate substantially all of the
restrictive covenants and certain events of default and reduce the
required notice period contained in the optional redemption
provisions of the indenture.  The company further says that it
intends to redeem any 2012 Notes that remain outstanding after the
consummation of the tender offer at a price of $1,021 per $1,000
principal amount of Notes as promptly as practicable after
Aug. 15, 2009, in accordance with the terms of the indenture.

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
-- http://www.amctheatres.com/-- is a theatrical exhibition
company.  As of July 3, 2008, the Company owned, operated or had
interests in 353 theatres and 5,117 screens, with 89% or 4,569 of
its screens in the U.S. and Canada and 11%, or 548 of its screens
in Mexico, China (Hong Kong), France, and the United Kingdom.

The company's principal direct and indirect owned subsidiaries are
American Multi-Cinema Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment International Inc.

                             *   *   *

According to the Troubled Company Reporter on May 28, 2009,
Standard & Poor's Ratings Services said it assigned an issue-level
rating of 'B-' (one notch lower than the 'B' corporate credit
rating on the company) to AMC Entertainment Inc.'s new
$300 million senior unsecured notes due 2019, along with a
recovery rating of '5', indicating S&P's expectation of modest
(10%-30%) recovery for noteholders in the event of payment
default.


AMC ENTERTAINMENT: Moody's Rates $600 Mil. Senior Notes at 'B1'
---------------------------------------------------------------
Moody's Investors Service rated AMC Entertainment, Inc.'s new
$600 million senior unsecured notes B1.  Proceeds will be used to
retire AMC's $250 million 8.625% notes due August 2012 (the new
notes are rated at the same level as the notes that are to be
repaid) and to bolster liquidity by reducing outstanding amounts
under its $200 million senior secured revolving term loan due
January, 2012 and adding to the company's cash balance.  AMC is a
wholly-owned subsidiary of Marquee Holdings, Inc.  Among the debt
issuing companies within the Marquee corporate family, AMC is
closest to the group's assets and cash flow.  While the timing is
uncertain, in light of ongoing tender offer activity to reduce
junior debt, it is logical to expect that Marquee may also use a
portion of the proceeds to indirectly augment its debt repayment
activities.  In aggregate, then, the new debt issue is seen as
being neutral to Marquee's B2 corporate family rating as well as
its B2 probability of default rating, and both ratings were
affirmed.

With the cash infusion bolstering liquidity, Marquee's speculative
grade liquidity rating was revised to SGL-1 (indicating very good
liquidity) from SGL-2 (indicating good liquidity).

The new $600 million note issue changes the relative proportions
of senior and junior debt in the corporate family's consolidated
structure, increasing the relative proportion of middle-of-the-
liability-structure obligations, and, from the perspective of the
B3-rated senior subordinated notes at AMC Entertainment, Inc.,
increasing the aggregate proportion of prior-ranking obligations.
This adversely impacts these later debts' recovery prospects, and,
accordingly, they were downgraded to Caa1.  All other instrument
ratings remain unchanged, although applicable loss given default
assessments were revised slightly in some cases.

Assignments:

Issuer: AMC Entertainment, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1 ( LGD3,
     37%)

Ratings and Outlook Actions:

Issuer: Marquee Holdings, Inc.

  -- Probability of Default Rating, Unchanged at B2

  -- Corporate Family Rating, Unchanged at B2

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa1,
     with the LGD assessment revised to LGD6, 91% from LGD5, 89%

Issuer: AMC Entertainment Holdings, Inc.

  -- Senior Unsecured Bank Credit Facility, Unchanged at Caa1
      (LGD6, 95%)

Issuer: AMC Entertainment, Inc.

  -- Senior Secured Bank Credit Facility, Unchanged at Ba2, with
     the LGD assessment revised to LGD2, 10% from LGD2, 12%

  -- Senior Unsecured Regular Bond/Debenture, (originally in the
     name of Marquee Inc.), Unchanged at B1 with the LGD
     assessment revised to LGD3, 37% from LGD3, 35%

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa1 (LGD5, 78%) from B3 (LGD5, 74%)

Moody's most recent rating action concerning Marquee was taken on
May 26, 2009, at which time, among other things, the company's CFR
and PDR were downgrade to B2.

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

Headquartered in Kansas City, Missouri, Marquee is an investment
holding company that, through AMC Entertainment, Inc., owns and
operates 309 theatres and 4,628 screens, 99% of which are located
in the United States and Canada.  Marquee is indirectly owned
through AMC Entertainment Holdings, Inc., by a private equity
consortium comprised of J.P. Morgan Partners, LLC, Apollo
Management, L.P., and certain related investment funds and
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors.


AMERICAN COMMUNITY: Section 341(a) Meeting Set for June 9
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors of American Community Newspapers
LLC and its debtor-affiliates on June 9, 2009, at 9:00 a.m., at J.
Caleb Boggs Federal Building, 2nd Floor, Room 2112 in Wilmington,
Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No. 09-
11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate 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.


AMERICAN COMMUNITY: U.S. Trustee Forms 3-Member Creditor Panel
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors of American Community Newspapers LLC and its
debtor-affiliates.

The members of the Committee:

   a) TemBec Industries Inc.
      Attn: Marie Brunette
      10 chemin Gatineau, C.P. 5000
      Temiscaming, Quebec
      Canada J0Z 3R0
      Tel: (819) 627-4333
      Fax: (819) 627-4762

   b) Vision Data
      Attn: Thomas A. Dempsey
      1377 Third Street
      Rensselaer, NY 12144
      Tel: (518) 434-2193
      Fax: (518) 434-3457

   c) Roosevelt Paper Co.
      Attn: Sal Giello
      1 Roosevelt Drive
      Mt. Laurel, NJ 08054
      Tel: (856) 303-4226
      Fax: (856) 642-1905

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases into a liquidation proceeding.

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No. 09-
11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate 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.


AMERICAN COMMUNITY: May Borrow Up to $5 Million From BMO
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
American Community Newspapers LLC permission to obtain up to
$5,000,000 in Postpetition Debt from Bank of Montreal, Chicago
Branch, in its capacity as agent to the Postpetition Lenders.  The
Postpetition Debt will bear interest at per annum rate equal to 5%
plus the "Base Rate".  The Postpetition Debt will mature and be
due and payable in full on the earliest to occur of:

   -- the date on which Postpetition Agent provides written
      notice of the occurrence and continuance of an Event of
      Default;

   -- the date of the Final Hearing, if this Order is modified at
      the Final Hearing in a manner unacceptable to Agents and
      Lenders;

   -- the closing date of the sale of substantially all of the
      assets of the Debtors in accordance with the Sale
      Coventants; and

   -- July 31, 2009.

The Postpetiton Debt will be secured by First Priority Liens in
the Prepetition Collateral and the Postpetition Collateral,
comprising substantially all of the personal and real property of
the Debtors.

A full-text copy of the Debtors' debtor-in-possession agreement is
available for free at http://ResearchArchives.com/t/s?3c50

                          Cash Collateral

The Troubled Company Reporter disclosed on May 6, 2009, that
before the Debtors filed for bankruptcy, Bank of Montreal provided
to the Debtors about $125 million in prepetition loan under the
credit agreement dated June 29, 2007, of which a total of $107.3
million is due to the bank as of the Debtors' bankruptcy filing.
The Debtors granted the lenders a security interest in
substantially all of the Debtors' assets and pledge all of their
interest as collateral under the prepetition agreement.  The
prepetition loan is comprised of a $20 million revolving senior
secured credit due July 2, 2013, and $105 million term loan
facility due June 30, 2013.  The Debtors defaulted in their
obligations under the revolving loan and was unable to borrow as
of June 29, 2008.  Approximately $3.5 million is due to the Bank.
The term loan has two separate facilities (i) a term loan A
facility that provided $35 million senior secured funding facility
due on a quarterly basis until June 30, 2013; and (ii) a term loan
B facility that provided $70 million senior  secured funding
facility due Dec. 31, 2013.  The Debtors owe $34 million under the
term loan A facility and $69.8 million under the term loan B
facility as of their bankruptcy filing.

The Court also permitted the Debtors to use the cash collateral
solely to the extent required to pay expenses in accordance with a
budget.

A full-text copy of the Court's order dated May 14, 2009, is
available at http://bankrupt.com/misc/ACN.diporder.pdf

A full-text copy of the Debtors' debtor-in-possession budget is
available for free at http://ResearchArchives.com/t/s?3c51

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate 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.


AMERICAN INST'L: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Institutional Partners, LLC
        155 North 400 West, Suite 150
        Salt Lake City, UT 84111

Bankruptcy Case No.: 09-25375

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Scott T. Blotter, Esq.
                  Keith Barton & Associates
                  859 West South Jordan Pkwy., Suite 200
                  South Jordan, UT 84095-3509
                  Tel: (801) 858-3770
                  Fax: (801) 858-3771
                  Email: scottb@keithbartonlaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
David Ray, Trustee             Note                $8,016,513
10900 Wilshire Blvd.
Los Angeles, CA 90024

Regions Bank                   Note                $2,784,733
920 MacCallie Ave.
Chattanooga, TN 37403

Alison Robbins                 Loan                $2,000,000

Fairstar Resources Ltd.        Judgement           $1,900,000

Durham Jones & Pinegar         Services            $1,324,645

Jones Waldo                    Services              $555,000

D&D Aviation                   Services              $400,000

Douglas Roberts                Guarantee             $350,000

Rodney Rasmussen               Guarantee             $300,000

Michael Peterson               Contract              $300,000

Rama Ramachandra               Loan                  $141,188

Rodney Rasmussen               Wages                 $125,000

Utah State Tax Commission      Taxes                 $100,000

Payne & Fears LLP              Services               $37,718

Spectrum Design                Services               $34,004

SLHNet Investments             Rent                   $24,609

Kim Haskins                    Wages                   $8,000

Global Mktg. Design            Services                $5,565

Salt Lake County Assessor      Taxes                   $4,266

CallTower                      Services                $2,314

The petition was signed by Mark H. Robbins, manager of the
company.


AMERICAN INT'L: Wants to Sell Part of Transatlantic Stake
---------------------------------------------------------
Andrew Frye at Bloomberg News reports that American International
Group Inc. wants to sell part of its 59% stake in Transatlantic
Holdings Inc.

Transatlantic said in a filing with the U.S. Securities and
Exchange Commission that AIG may sell 26 million of its 39 million
shares, valued at about $985 million based on the May 27 closing
price of $37.87.  According to Bloomberg, AIG said that its stake
in Transatlantic will be less than 20% after the sale.

In connection with the offering by AIG and its wholly owned
subsidiary, American Home Assurance Company, of 26 million issued
and outstanding shares (plus up to an additional 3.9 million
shares subject to the underwriters' 30-day option) of the common
stock of Transatlantic.  Transatlantic entered into a Master
Separation Agreement with AIG and AHAC on May 28, 2009.  The MSA
sets forth Transatlantic's agreements with AIG and AHAC regarding
the orderly separation of Transatlantic from the AIG Group and
governs certain aspects of Transatlantic's relationship with the
AIG Group after the closing of the Offering and the Separation,
including the AIG Group's waiver of certain rights it may have
under intercompany agreements and insurance agreements between the
AIG Group and Transatlantic in connection with a change in control
as a result of the transactions contemplated under the MSA or any
other agreement described in the MSA.  The MSA identifies the
assets, properties, rights and liabilities owned or possessed by
TRANSATLANTIC to be transferred to the AIG Group and the assets,
properties, rights and liabilities owned or possessed by the AIG
Group to be transferred to Transatlantic and the timing and
procedures of such transfers.  The parties intend to consummate
the transactions contemplated by the MSA simultaneously with entry
into an underwriting agreement relating to the Offering, although
certain obligations will only become effective as of the closing
of the Offering.

Transatlantic also intends to enter into a transition services
agreement with AIG upon the Separation.  The TSA will set forth
Transatlantic's agreements with AIG regarding the provision by the
AIG Group of certain services to Transatlantic and access to
certain facilities, equipment, software, and other assistance for
a specified period of time following the Separation.

Transatlantic intends to enter into a stockholders agreement with
AIG and AHAC upon the Separation if the shares of Transatlantic
common stock to be beneficially owned by the AIG Group immediately
following the closing of the Offering -- without giving effect to
the exercise of the underwriters' 30-day option to purchase up to
an additional 3.9 million shares -- constitute at least 10 percent
of the outstanding shares of Transatlantic's common stock.  The
Stockholders Agreement will provide the AIG Group with certain
information and consent rights and will subject the AIG Group, its
affiliates and their respective officers and directors to certain
standstill provisions.  Additionally, the AIG Group will be
subject to voting and transfer restrictions covering its shares of
Transatlantic's common stock.

Upon the Separation, Transatlantic intends to enter into a
registration rights agreement with AIG and AHAC.  The Registration
Rights Agreement will provide the AIG Group with registration
rights relating to any shares of Transatlantic's common stock held
by the AIG Group after the closing of the Offering.  The AIG Group
may require Transatlantic to register under the Securities Act of
1933 all or a portion of these shares.  The registration rights
are subject to certain limitations, including Transatlantic's
right to temporarily suspend the registration of shares.

                  Master Separation Agreement

Transatlantic has agreed to:

      -- file any amendments or supplements to the registration
         statement as may be reasonably necessary to cause the
         registration statement to become and remain effective;

      -- subject to certain conditions, enter into an underwriting
         agreement relating to the Offering when requested by the
         AIG Group;

      -- participate and have senior management of TRANSATLANTIC
         participate in the preparation of marketing materials;
         and

      -- take various other actions necessary or desirable to
          close the Offering.

          Transfer of Assets and Assumption of Liabilities

The MSA identifies the assets, properties, rights and liabilities
owned or possessed by Transatlantic to be transferred to the AIG
Group and the assets, properties, rights and liabilities owned or
possessed by the AIG Group to be transferred to Transatlantic and
the timing and procedures of such transfers.  A copy of the
intercompany agreements and obligations are available at:

              http://ResearchArchives.com/t/s?3d56

Bloomberg relates that AIG cut back plans to sell units in their
entirety as the recession eroded the value of insurance assets and
made financing more expensive for potential buyers.

                            About AIG

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.


AMERICAN TOWER: Fitch Assigns 'BB+' Rating on $300 Mil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to American Tower
Corporation's proposed ten-year $300 million senior unsecured
notes.  Proceeds from the notes offering will be used to reduce
existing indebtedness and for general corporate purposes.  The
Rating Outlook is Stable.  Fitch rates AMT's long-term Issuer
Default Rating at 'BB+'.

AMT's ratings are underpinned by the company's high margin, which
was 68% for the last twelve months ending March 31, 2009 and
reflective of the significant operational scale provided by its
large tower portfolio.  These factors, combined with favorable
demand characteristics for wireless voice and data services,
translate into sustainable strong operating performance and free
cash flow growth.  AMT operates with some of the highest
profitability measures among corporate issuers and its predictable
and growing cash flow stream, generated primarily from long-term
lease contracts with investment-grade national wireless operators,
leads to a low business risk profile.  AMT, as well as other
companies in the tower industry, are expected to benefit from
wireless carriers expanding their networks following the Advanced
Wireless Services spectrum auction and 700-MHz spectrum auction,
which were completed in 2006 and 2008, respectively.  Fitch
expects this growth to more than offset modest effects of wireless
operator consolidation on AMT's results.

Concerns are relatively modest and consist of uncertainty
regarding the timing of payments to the company by certain
international customers operations suffering from the lack of
credit availability.  International expansion, including the
pending acquisition of XCEL Telecom in India, slightly increases
the company's risk profile, but operations outside of the domestic
market are expected to remain modest.  Fitch also notes that the
company has scaled back its share repurchase activity, with less
than $2 million of common stock repurchased in the first quarter
of 2009, in order to retain substantial financial flexibility.

As a result of the limited share repurchases, AMT's gross leverage
metric is strong for the rating category at 4.0 times (x) for the
LTM ending March 31, 2009.  Should substantial share repurchases
or a material strategic transaction take place that raises
leverage above the 4.5x level, Fitch would consider revising its
Rating Outlook to Negative.

Fitch views AMT's liquidity position as strong due to the
meaningful free cash flow generation, its balance sheet cash and
favorable maturity schedule relative to available liquidity.  Debt
maturities over the remainder of 2009 through 2011 are only
$60 million, substantially exceeded by free cash flow, which for
the LTM was approximately $548 million.  Cash, including
restricted cash, was $365 million as of March 31, 2009, and Fitch
expects FCF levels in 2009 growing over the $530 million achieved
in 2008.  Fitch notes that nearly $2 billion of debt, including
the revolver, is due in 2012.

Liquidity is also provided by a $1.25 billion revolving credit
facility (matures June 8, 2012) and at March 31, 2009, the company
had drawn $750 million on the facility and had approximately
$5 million in undrawn letters of credit outstanding, leaving
approximately $495 million available.

AMT subsidiaries are not guarantors of the notes, and the notes
would be structurally subordinated to all existing and future
indebtedness of its subsidiaries.  Fitch expects any new long-term
debt will be issued by AMT.  Financial covenants for the new
unsecured notes are the same as the October 2007 $250 million
unsecured notes offering and include limitation on subsidiary
indebtedness, limitation on liens and consolidation and sale of
assets.


AMERICAN TOWER: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to American Tower
Corporation's proposed $300 million senior unsecured notes.  The
notes will be issued under the same indenture as the company's
existing 7% notes, due in 2017.  The net proceeds of the offering
will be used to repay existing debt and for general corporate
purposes.  The outlook is positive.

Assignments:

Issuer: American Tower Corporation

  -- Senior Unsecured Regular Bond/Debenture, Ba1, LGD 4 - 57%

Moody's most recent rating action on AMT was on May 18, 2009, at
which time Moody's changed the rating outlook to positive from
stable.

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

Based in Boston, American Tower Corporation is a wireless tower
operator.


AMERICAN TOWER: S&P Assigns 'BB+' Rating on $300 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned 'BB+' issue-
level and '3' recovery ratings to American Tower Corp.'s proposed
$300 million of senior notes to be issued under Rule 144A with
registration rights.  Proceeds will be used to finance a tender
offer for the company's $225 million of 7.50% senior notes due
2012, as well as for other debt repayments.  The '3' recovery
rating indicates prospects for meaningful (30%-50%) recovery in
the event of a payment default.

At the same time, S&P affirmed the company's existing ratings,
including its 'BB+' corporate credit rating.  The outlook is
stable.  Since S&P expects proceeds from the new issue to be
primarily use for debt reduction, this transaction does not have
any material impact on the company's overall credit profile.

"The ratings on Boston-based communications tower operator
American Tower reflect the promising prospects of its wireless
tower leasing business," said Standard & Poor's credit analyst
Catherine Cosentino, "which S&P expects will generate increasingly
stronger levels of net free cash flow after capital expenditures."
Despite these very favorable business risk characteristics, which
are supportive of American Tower's investment-grade business risk
profile, the company's aggressive financial policy constrains the
ratings.  The company currently has board authorization to
repurchase up to $1.5 billion of its common shares, of which it
has purchased about $700 million through March 2009.  Management
also indicated that it continues to target a long-term debt to
EBITDA ratio of 4x-6x or in the mid-5x to 8x area, on an operating
lease-adjusted basis, although the rating does not incorporate
leverage exceeding the mid-6x level.


ANCHOR BLUE: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Anchor Blue Retail Group, Inc., and its subsidiaries, specialty
retailer Anchor Blue Division and outlet store retailer Levi's &
Dockers Outlet by MOST, have filed a Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Delaware to enter a 363 sale process to facilitate a
restructuring.  The process will allow the Company to quickly
restructure and emerge stronger and more competitive.

As part of the filing, Anchor Blue Retail Group reached a stalking
horse agreement with Levi Strauss & Co. regarding the purchase of
the Levi's & Dockers Outlet by MOST stores.  The Company said this
will enable the ongoing operation of the business and provide the
best possible outcome for employees and vendors.  In addition, the
Company negotiated a stalking horse agreement with nationally
recognized financial institutions to purchase its Anchor Blue
Division in collaboration with the current senior management team.
Both transactions are subject to an auction process and to
approval from the Bankruptcy Court.

In conjunction with its filing, Anchor Blue Retail Group has
secured $20 million in debtor-in-possession financing from its
existing lender, Wachovia Capital Finance.  The financing will
provide the Company with adequate working capital to meet its
ongoing obligations during the reorganization.  Anchor Blue Retail
Group's filing was largely the result of the significant and
sustained economic downturn that has severely impacted California
-- its key market -- and eroded the Company's profitability.  The
filing will allow Anchor Blue Retail Group to restructure its
balance sheet, re-negotiate certain existing agreements, and re-
position the Company for long-term success.  The Company expects
to continue paying employee salaries and benefits as well as honor
gift cards and store credits as usual.

"We launched a series of initiatives over the past few years to
enhance the Company's operational performance and refine our
merchandising and marketing strategy," said Thomas Sands, CEO of
Anchor Blue Retail Group.  "These efforts showed good progress and
initially led to considerable cost savings.  However, the
unprecedented sustained economic downturn and a related drop in
consumer spending, especially in the teenage market, have had a
severe impact on our financial performance.  Our restructuring
will allow us to proactively address our capital structure, find a
great home for our Levi's & Dockers Outlet by MOST division, and
re-build the Anchor Blue business.  We look forward to continuing
to provide our customers with the quality clothing and value they
expect from Anchor Blue."

Anchor Blue retail stores are well-stocked and will continue to
operate as usual, but a number of underperforming stores will be
closed as part of the transition.

"After completing a detailed analysis of all our operations and
conducting negotiations with a number of our landlords, we made
the difficult but necessary decision to close approximately 50
underperforming Anchor Blue stores," Mr. Sands said.  "This will
help us realize additional cost savings and operational
efficiencies and improve our financial base so that we can better
serve all of our constituencies."

                   Anchor Blue Store Closing List

         Location                                 State
         --------                                 -----
     Phoenix/Desert Ridge Marketplace               AZ
     Bullhead City/Mohave Crossroads Mall           AZ
     Tempe/Tempe Marketplace                        AZ
     Bakersfield/East Hills Mall                    CA
     Fresno/Manchester North SC                     CA
     San Jose/Oakridge Mall                         CA
     Redding/Mt Shasta Mall                         CA
     Brentwood/Streets of Brentwood                 CA
     Redwood City/Mervyn's Plaza                    CA
     Citrus Heights/Sunrise Mall                    CA
     San Jose/Eastridge Mall                        CA
     Santa Barbara/State Street District            CA
     Sacramento/The Village@Sacramento Gateway      CA
     Monterey/Del Monte Center                      CA
     Turlock/Turlock TC                             CA
     Woodland/County Fair Mall                      CA
     Yuba City/The Mall At Yuba City                CA
     Hanford/Hanford Mall                           CA
     Fort Collins/Foothills Mall                    CO
     Colorado Springs/Chapel Hills Mall             CO
     Fort Myers/Edison Mall                         FL
     Orlando/Prime Outlets Mall 2 (AB Outlet)       FL
     St. Petersburg/Tyrone Square                   FL
     Melbourne/Melbourne Square                     FL
     Jensen Beach/Treasure Coast Square             FL
     Sanford/Seminole Town Center                   FL
     Boynton Beach/Boynton Beach Mall               FL
     Coral Springs/Coral Square                     FL
     Altamonte Springs/Altamonte Mall               FL
     Ocoee/West Oaks Mall                           FL
     Lakeland/Lakeland Square                       FL
     Naples/Coastland Center                        FL
     Tallahassee/Governor's Square                  FL
     Clearwater/Westfield Countryside               FL
     Orlando/Florida Mall                           FL
     Tampa/University Mall                          FL
     Brandon/Westfield Brandon                      FL
     Sarasota/Sarasota Square                       FL
     Savannah/Oglethorpe Mall                       GA
     Boise/Boise Towne Square                       ID
     Las Vegas/Towne Square                         NV
     Orem/University Mall                           UT
     St. George/Red Cliffs Mall                     UT
     Provo/Provo Towne Center                       UT
     Ogden/Newgate Mall                             UT
     Spokane/North Town Mall                        WA
     Silverdale/Kitsap Mall                         WA
     Vancouver/Westfield Vancouver Mall             WA

                 About Anchor Blue Retail Group

Anchor Blue Retail Group is the holding company for two
subsidiaries -- Anchor Blue Division and Levi's & Dockers Outlet
by MOST Division.  Anchor Blue is a specialty retailer of casual
apparel and accessories for the teenage market.  Founded in 1972,
the Company has 177 stores in 12 states.  Anchor Blue offers a
great assortment of well-priced fashion basics with West Coast
style in a fun environment.  MOST is an outlet store retailer that
holds the exclusive U.S. license for Levi's Outlet & Dockers
Outlet Stores.  Known for its denim apparel and reasonable prices,
MOST operates 74 stores across the U.S.


ANCHOR BLUE: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Anchor Blue Retail Group, Inc.
        2501 E. Guasti Road
        Ontario, CA 91761

Bankruptcy Case No.: 09-11770

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Anchor Blue Purchasing Corp.               09-11771
        Hub Designs, Inc.                          09-11773
        Hub Distributing, Inc.                     09-11774
        MOST Purchasing Corp.                      09-11775

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Chun I. Jang, Esq.
                  Jason M. Madron, Esq.
                  Richards Layton & Finger P.A.
                  920 North King Street
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: jang@rlf.com

Estimated Assets: $0 to $50,000

Estimated Debts: $100,000,001 to $500,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Levi Strauss & Co.             Trade debt          $2,638,103
PO Box 60000
San Francisco, CA 94160

Phoenix Textile Inc.           Trade debt            $665,236
14600 S. Broadway St.
Gardena, CA 90248

The Millwork Trading Co.       Trade debt            $403,877
1359 Broadway
New York, NY 10018

Inter Pacific Corp.            Trade debt            $377,215

Superline Inc.                 Trade debt            $347,308

South Bay Apparel Inc.         Trade debt            $346,930

Gianno Co. Ltd.                Trade debt            $342,667

UPS Supply Chain Solutions     Trade debt            $328,125

Apparelway Inc.                Trade debt            $299,145

Spring Knitwear PTE Ltd.       Trade debt            $281,130

French Craft Leather Goods     Trade debt            $246,587

Prime Textiles Ltd.            Trade debt            $242,452

Golden Sources Int'l.          Trade debt            $227,600

Trinity Products Inc.          Trade debt            $165,188

B2 Apparel Inc.                Trade debt            $163,017

JT Intimates Inc.              Trade debt            $162,158

Innerworkings                  Trade debt            $151,270

The Merchandise Co.            Trade debt            $143,047

MJ Carlyle & Co.               Trade debt            $139,071

CV Badjatex                    Trade debt            $134,132

Fresh Rags Clothing Co.        Trade debt            $133,670

Shaoxing Four Seasons          Trade debt            $128,976
   Garments Co.

Super Trader Inc.              Trade debt            $127,387

Peace Link Ltd.                Trade debt            $126,950

Royal Love Clothing Inc.       Trade debt            $124,042

Dynasty Fashion Inc.           Trade debt            $119,207

American Classics Inc.         Trade debt            $117,074

USPA Accesories                Trade debt            $114,899

Hybrid Promotions LLC          Trade debt            $114,790

Fifth Sun                      Trade debt            $112,983

The petition was signed by Scott Rosner, CFO of the company.


ANTHONY M. POTENTI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Anthony M. Potenti
        2112 Via Olivera
        Palos Verdes Estates, CA 90274

Bankruptcy Case No.: 09-22989

Chapter 11 Petition Date: May 26, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  350 S Crenshaw Blvd Ste A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  Email: dmcgoldricklaw@yahoo.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. Potenti's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/cacb09-22989.pdf

The petition was signed by Mr. Potenti.


AVIS BUDGET: Lease Financing Won't Affect S&P's 'CCC+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Avis
Budget Group Inc. (CCC+/Developing/--) are not affected by the car
rental company's announcement that it has obtained commitments for
approximately $325 million of operating lease financing for
vehicles that it plans to add to its U.S. car rental fleet over
the next four months.  The company faces close to $4 billion in
debt maturities through 2010.  While the financing aids the
company's access to capital, it still accounts for a relatively
small portion of its capital needs.

Avis Budget has indicated it intends to access the federal
government-guaranteed Term Asset Backed Securities Loan Facility
to refinance a portion of its maturities.  In addition, it still
faces challenges relating to weak travel demand and the effect of
the distressed U.S. auto manufacturers on the used car market.
S&P will be monitoring progress made by the company in meeting its
operating and financial challenges.


AXCELIS TECHNOLOGIES: Slashes 20% Global Workforce to Cut Debt
--------------------------------------------------------------
Axcelis Technologies Inc. reported that it has reduced its global
workforce by approximately 235 or 20% of its employees since year
end 2008.

The company said it had implemented a series of cost-saving
activities, including furloughs, plant shutdowns and layoffs.
These additional actions were required to better align operating
costs with near term revenue expectations, the company laments.

The company noted that the workforce reduction will yield savings
of $25 million annually.  As a result, the company expects
recording restructuring charges in the range of $5 million to $6
million during the second quarter of 2009.

Mary Puma, Axcelis chairman and chief executive officer, said,
"This is a difficult, but necessary decision due to the continued
weakness in the semiconductor industry.  We are actively working
on rigorous cost containment to reduce our operating expenses and
cash outlay, while continuing to make strategic investments in our
Optima implant and Integra RS cleaning product lines.  These
actions will ensure that we will be able to respond to customer
demand when the market rebounds."

                     Default Under 4.25% Notes

As reported by the Troubled Company Reporter, the company failed
to repay the outstanding principal amount of its 4.25% Convertible
Senior Subordinated Notes plus a maturity premium and accrued
Interest, all aggregating to roughly $85 million, as of Jan. 15,
2009.

The company and U.S. Bank National Association, as indenture
trustee, are parties to an Indenture dated as of May 2, 2006,
relating to the Senior Subordinated Notes.  Pursuant to the
Indenture and as a result of the company's default, the company is
required to pay, upon demand of the trustee, the entire overdue
amount, plus an 8% interest per annum, plus certain additional
costs and expenses associated with the collection of those
amounts.

In January 2009, the Trustee filed a complaint in U.S. District
Court for the District of New York, seeking a judgment for the
amount due on the Senior Subordinated Notes.  The company
acknowledges the debt and has been engaged in various efforts to
obtain liquidity to allow repayment to the debt holder.

                 About Axcelis Technologies, Inc.

Axcelis Technologies, Inc. -- http://www.axcelis.com--
headquartered in Beverly, Massachusetts, provides innovative,
high-productivity solutions for the semiconductor industry.
Axcelis is dedicated to developing enabling process applications
through the design, manufacture and complete life cycle support of
ion implantation and cleaning systems.  Axcelis also licenses its
50% owned joint venture, SEN Corporation, an SHI and Axcelis
Company, to manufacture and sell certain implant products in
Japan.


BANK OF AMERICA: Raises $26BB in Capital, Nears Target
------------------------------------------------------
Bank of America Corporation has raised almost $26 billion in its
capital plan since the stress test results were disclosed and is
well on its way to reaching the $33.9 billion indicated
Supervisory Capital Assessment Program buffer set by the Federal
Reserve.

Dan Fitzpatrick of The Wall Street Journal relates that BofA is
now 76% of the way toward filling a U.S. mandated capital deficit
of $33.9 billion.

BofA said last week that it raised about $13.5 billion through
issuing 1.25 billion shares in an at-the-market common stock
offering.  It has also sold part of its holdings in China
Construction Bank, generating a capital gain.  Contributing to the
capital plan, these initiatives also benefit Tier 1 common capital
by $1.8 billion by reducing the deferred tax asset deduction.

BofA has entered into agreements with certain holders of non-
government perpetual preferred shares to exchange their holdings
of approximately $5.9 billion of preferred stock into
approximately 436 million shares of common stock.  This results in
a total benefit to Tier 1 common capital of $5.9 billion.

Combined, these initiatives have raised almost $26 billion, or 76
percent of the total, toward the SCAP buffer of $33.9 billion.

Subject to market conditions, the company could issue up to an
additional 564 million common shares through the exchange of non-
government perpetual preferred shares for common stock.

In addition, BofA previously said it plans to sell non-strategic
assets like the First Republic Bank and Columbia Management Group
and to establish joint ventures.  In addition to adding capital,
these sales would also reduce the need for capital to support the
balance sheet.

"We are quite pleased with the capital-raising effort and the
progress toward completing the asset sales and establishment of
the joint ventures," said Joe Price, chief financial officer.
"The Company hopes to use the majority of the proceeds from these
initiatives to reduce reliance on government support for the
company."

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.


BEST BUILDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Best Building & Supply Lumber Corp.
        1338 Speonk Riverhead Road
        P.O. Box 550
        Speonk, NY 11972

Bankruptcy Case No.: 09-73783

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Barry M. Lasky, Esq.
                  Lasky & Steinberg
                  595 Stewart Avenue
                  Suite 410
                  Garden City, NY 11530
                  Tel: (516) 227-0808
                  Fax: (516) 745-0769
                  Email: bmlpc@aol.com

Total Assets: $2,053,099

Total Debts: $5,233,125

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/nyeb09-73783.pdf

The petition was signed by Isaac Saidmehr, president of the
Company.


BUILDING MATERIALS: Moody's Gives Stable Outlook on 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service has changed Building Materials Corp. of
America rating outlook to stable from negative to reflect the
company's current and anticipated ability to weather the
homebuilding storm and the lackluster repair and remodeling
market.

These ratings/assessments have been affected:

  -- Corporate family rating, affirmed at B3;

  -- Probability of default rating, upgraded to B3 from Caa1;

  -- $325 million junior term loan due 2014, affirmed at Caa2
     (LGD5, 86%);

  -- $975 million Gtd. Senior Secured Term Loan B due 2014,
     affirmed at B3 (LGD3, 48%);

  -- $250 million 7.75% Sr. Sec. Notes due 2014, affirmed at B3
     (LGD3, 48%).

Moody's has changed BMCA's ratings outlook to stable to reflect
the company's improved operating and financial performance despite
the housing downturn and the expectation that the company will
continue to outperform many of its building products peers.  This
belief is based on the high level of repair and replacement in
roofing when compared to new home construction.  Moody's believes
that roofing sold to the new home construction market represents
less than 20% of BMCA revenues.

The company's debt to EBITDA adjusted for Moody's standard
analytical adjustments and one time items for 2007 was
approximately 7.5 times but improved to under 5x for 2008 as a
result of ongoing demand and synergies gained from the company's
ELK acquisition.  For the LTM period ended April 5, 2009, debt to
EBITDA was 4x.  Although the company's financial metrics are more
in line with a B2 rated entity than the current B3, the rating is
constrained by uncertainty regarding G-I Holding, BMCA's parent,
ongoing bankruptcy, and Moody's concern that the housing downturn,
combined with general economic factors, may result in margin
pressure and a lower cushion on the covenants governing its credit
facilities due in part to various step ups in 2009.

The stable outlook reflects the company's improved leverage and
expectations that demand for roofing from the repair and
remodeling market will be sufficient to maintain mid single digit
leverage even with the contraction in new home construction.

Last rating action was April 7, 2008 when Moody's lowered the
company's ratings including the corporate family rating to B3 from
B2, first lien term loan rating to B3 from B2, senior notes rating
to B3 from B2, and junior term loan rating to Caa2 from Caa1.

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, is a leading national manufacturer of a broad line of
asphalt roofing products and accessories for the residential and
commercial markets.  The company's primary residential roofing
products consist of laminated and strip asphalt shingles.
Incorporated under the laws of Delaware in 1994, the company is an
indirect, wholly-owned subsidiary of G-I Holdings Inc., whose
principal beneficial owner is Samuel Heyman.  G-I is currently
working its way through Chapter 11 bankruptcy proceedings.
Uncertainties include the resolution of the ultimate ownership of
BMCA and whether asbestos litigants will be able to substantively
consolidate BMCA with G-I Holdings by imposing successor liability
on BMCA for asbestos claims against its parent.  Revenues for the
LTM period ended April 5, 2009 totaled $2.8 billion.


CAPRI HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Capri Homes, Corp.
        735 N. Thornton Avenue
        Orlando, FL 32803

Bankruptcy Case No.: 09-07179

Chapter 11 Petition Date: May 26, 2009

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

Debtor's Counsel: Aldo G. Bartolone, Jr., Esq.
                  Bartolone Law Firm PA
                  1015 Maitland Center Commons Blvd
                  Suite 110
                  Maitland, FL 32751
                  Tel: (407) 671-3131
                  Fax: (407) 671-3132
                  Email: abartolone@bartolonelaw.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 Mario Prieto.


CDW CORP: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on CDW Corp. to 'B-' from 'B'.  The
outlook is negative.

The downgrade reflects difficult market conditions, and Vernon
Hills, Illinois-based CDW Corp.'s declining EBITDA and highly
leveraged financial profile.  "The deteriorating operating
performance is partly offset by CDW's consistently profitable
history, diversified customer base, and good position in the
highly fragmented value-added reseller market for technology
products and services," said Standard & Poor's credit analyst
Martha Toll-Reed.

CDW is the leading value-added-reseller of information technology
products and services to business, government and education
customers in the U.S. and Canada.  CDW reaches its existing and
prospective customers through catalogs, direct mail, outbound
telemarketing and a direct sales force.  Historical revenue growth
was largely organic, with the exception of the acquisition of
Berbee Information Networks Corp. in October 2006.  Revenues for
fiscal 2008 were approximately $8 billion, down about 1% from
fiscal 2007.

Revenues in the March 2009 quarter declined more than 20% from the
prior-year period, as CDW's corporate customers cut back sharply
on IT purchases, in parallel with general industry trends.  CDW's
public segment (more than 35% of first quarter revenues) declined
modestly, and should benefit from government stimulus spending as
the year progresses.  However, in the near term CDW's revenue and
EBITDA base is vulnerable to continued weakness in economic
activity and corporate IT spending.  S&P expects ongoing cost
management efforts, combined with the variable nature of CDW's
cost structure, will preserve annual EBITDA margins in the 6% to
6.5% range in 2009, down from historical levels of 7%-7.5%.
Although reduced, CDW's margins still compare favorably to peer
distribution companies, benefiting from CDW's scale advantages of
operating only in N.A., good cost management and some mix shift to
higher-margin value-added services.


CENT ANNI: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Cent Anni 15, LLC
        333 E. 26th Street
        PO Box 1771
        Wildwood, NJ 08260

Bankruptcy Case No.: 09-23496

Chapter 11 Petition Date: May 27, 2009

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

Debtor's Counsel: Ronald Kinzler, Esq.
                  564 Shore Rd.
                  Somers Point, NJ 08244
                  Tel: (609) 927-7965
                  Fax: (609) 927-5191
                  Email: kinzlex@aol.com

Total Assets: $1,859,525

Total Debts: $2,227,108

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/njb09-23496.pdf

The petition was signed by Jason F. Trombetta, managing member of
the Company.


CHRYSLER LLC: Rejected Dealers' Sales May Lessen Inventory Woe
--------------------------------------------------------------
Alex P. Kellogg at The Wall Street Journal reports that Chrysler
LLC may face less of an inventory problem than what had been
feared as the 789 dealers it plans to drop have sold more than
half the 44,000 vehicles they had on the lots.

Citing Chrysler spokesperson Carrie McElwee, WSJ relates that the
rejected dealers have sold about 26,000 vehicles in the last two
weeks.  WSJ states that some dealers were worried that they
wouldn't be able to sell their cars before June 9 contract
termination planned by Chrysler.  WSJ notes that dealers would
have difficulty selling off their stock after June 9 because they
would no longer be eligible to offer rebates and incentives
Chrysler is offering or extras like extended warranties.  WSJ
reports that many affected dealers have cut prices, and some of
the dealers have reported dramatic increases in sales and customer
traffic.

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)


COLONIAL BANCGROUP: CEO Reports Update on Capital Infusion
----------------------------------------------------------
Robert E. Lowder, chairman chief executive officer and president
of Colonial BancGroup, said that the due diligence contingency
under the stock purchase agreement dated March 31, 2009, has been
satisfied.

A second amendment to the stock purchase agreement, Mr. Lowder
said, was signed by Colonial and Taylor, Bean & Whitaker Mortgage
Corp.  All investors are now bound for a $300 million equity
investment in Colonial by the stock purchase agreement, as
amended.  The completion of the transaction is subject to the
approval of the bank regulatory authorities and the satisfaction
of the conditions as outlined in the stock purchase agreement, as
amended, he noted.

A full-text copy of the Stock Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?3d4b

                     About Colonial BancGroup

Colonial BancGroup -- http://www.colonialbank.com-- operates 347
branches in Florida, Alabama, Georgia, Nevada and Texas with over
$26 billion in assets.  The Company's common stock is traded on
the New York Stock Exchange under the symbol CNB. In some
newspapers, the stock is listed as ColBgp.

As reported by the Troubled Company Reporter on May 6, 2009, Fitch
Ratings downgraded The Colonial BancGroup 's long-term Issuer
Default Rating to 'B-' from 'BB'.  The downgrade of CNB's ratings
reflects the escalating credit problems that continue to generate
significant losses, weakening the company's capital position, and
eroding the benefit of potential capital augmentations.  The
preponderance of credit concerns remains in CNB's residential real
estate construction portfolio; the majority of which resides in
the troubled Florida market.


CONTECH LLC: Major Clients Try to Block Sale to Revstone
--------------------------------------------------------
Court documents say that Contech LLC's largest clients have
objected to the sale of the Company's automotive casting assets to
Revstone Industries LLC.

David Shepardson at Detroit News Washington Bureau relates that
Marathon Asset Management LLC, which acquired Contech in 2007, has
sought to use Section 363 of the Bankruptcy Code to sell almost
all of Contech's casting assets to Revstone Industries.  According
to Detroit News, Revstone Industries would pay $14 million and
assume certain liabilities from the casting facilities under the
proposed sale.

Tom Jennemann at AMM.com reports that Contech is still seeking
court permission to sell its casting assets to Revstone
Industries.

According to Detroit News, several major customers including Ford
Motor Co., Automotive Components Holdings LLC, BMW AG, and Delphi
filed last week an objection to the sale.  Ford and Delphi said
that they won't accept Revstone Industries as a replacement
supplier, the report states.

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 January 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.


CONTINENTALAFA: Panel Wants Disclosure Statement Hearing Adjourned
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of ContinentalAFA
Dispensing Company and its debtor affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for a
continuance of the hearing date for the Disclosure Statement,
currently set for 10:00 a.m. on May 27, 2009, for a minimum of 30
days, to allow continued settlement and plan negotiation among the
parties.  The Committee gave no further details.

The Committee says the Debtors and other parties-in-interest do
not object to the continuance.

As reported in the Troubled Company Reporter on December 22, 2008,
the Committee filed with the Bankruptcy Court a disclosure
statement in support of its proposed Plan of Liquidation.

The Plan contemplates the dissolution of the Debtors.  The Debtors
will cease to exist as of the Plan Effective Date.  A Liquidation
Trustee will be appointed by the Committee.  It will be authorized
to sell or dispose of all property of the Estates and will
exercise all the rights, powers and duties of a Chapter 11
trustee.  The Liquidation Trustee will be in charge of making
distributions as provided for under the Plan.

A full-text copy of the Committee's proposed Plan of Liquidation
is available for free at:

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

A full-text copy of the Committee's Disclosure Statement in
support of its proposed Plan of Liquidation is available for free
at http://bankrupt.com/misc/ContinentalAFA_disclosurestatement.pdf

                 About ContinentalAFA Dispensing

Headquartered in St. Peters, Missouri, ContinentalAFA Dispensing
Company, fka Indesco International, Inc. --
http://www.continentalafa.com/-- designs, manufactures and
supplies high quality plastic trigger sprayers and other liquid
dispensing technologies and systems for major consumer product
companies and industrial markets.  The Debtors currently have no
business operations.

Continental AFA and its wholly owned subsidiaries, Continental
Sprayers International, Inc. and AFA Products, Inc., filed
separate voluntary Chapter 11 petition in the Eastern District of
Missouri United States Bankruptcy Court on Aug. 7, 2008 (Case No.
08-45921).  Judge Kathy A. Surratt-States oversees the case.

John J. Hall, Esq., Lawrence E. Parres, Esq., and Robert Scott
Moore, Esq., at Lewis, Rice & Fingersh, L.C., represent the Debtor
as counsel.  Daniel D. Doyle, Esq., and David Michael Brown, Esq.,
at Spencer Fane Britt & Browne LLP, represent the official
unsecured creditors' committee as counsel.  When the Debtor filed
for bankruptcy, it listed assets of $100,000,000 to $500,000,000,
and debts of $10,000,000 to $50,000,000.


COYOTES HOCKEY: Wants Schedules Filing Extended Until June 4
------------------------------------------------------------
Dewey Ranch Hockey LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Arizona to extend through
June 4, 2009, the time for them to file their statement of
financial affairs and schedules of assets and liabilities.

The Debtors relate that they would be unable to complete their
Statements and Schedules properly and accurately by the prescribed
15-day deadline.

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.


CREW CREATIVE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Crew Creative Advertising, LLC
        5700 Wilshire Boulevard
        Suite 500
        Los Angeles, CA 90036

Bankruptcy Case No.: 09-22988

Chapter 11 Petition Date: May 26, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Steven T. Gubner, Esq.
                  Ezra Brutzkus & Gubner
                  21650 Oxnard St
                  Ste 500
                  Woodland Hills, CA 91436
                  Tel: (818) 827-9000
                  Fax: (818) 827-9099
                  Email: sgubner@ebg-law.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/cacb09-22988.pdf

The petition was signed by John Cain, CEO of the Company.


CRUCIBLE MATERIALS: Can Hire Epiq as Claims/Noticing Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Crucible Materials Corporation and Crucible Development
Corporation to employ Epiq Bankruptcy Solutions, LLC, as claims
and noticing agent.

Epiq is expected to, among other things:

   a) maintain a list of creditors;

   b) comply with the noticing requirements in the Chapter 11
      cases;

   c) docket, maintain, record, and transmit proof of claim in the
      Chapter 11 cases; and

   d) assist the Debtors in complying with their reporting
      functions.

The Debtors will pay Crucible Materials a $50,000 retainer, which
will applied in satisfaction of the Debtors' obligation to the
firm.

Daniel C. McElhinney, senior vice president of Epiq, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Court.

               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.


CRUCIBLE MATERIALS: Wants to Reject Two Non-Residential Leases
--------------------------------------------------------------
Crucible Materials Corporation and Crucible Development
Corporation ask the U.S. Bankruptcy Court for the District of
Delaware for permission to reject certain unexpired non-
residential real property leases.

The Debtors seek to reject 2 distribution centers which were
closed prior to the Petition Date.  The leases are for non-
residential real properties located at (i) Lot 14, Airport
Industrial Center, in Kentwood, Michigan, leased from CORE Realty
Holdings Management, Inc., fbo TLC Grand Rapids Airport 1-25, LLC
et. al., and (ii) 1464 Hoff Industrial Drive, in O'Fallon,
Missouri, leased from Tracy and Mary Jo Everhart.

The Debtors relate that the rejection of these leases is in the
best interest of their estates, creditors and parties-in-interest.

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.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


CRYSTAL LOTUS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Crystal Lotus Enterprises Ltd
        17779 28th Ave NE
        Lake Forest Park, WA 98155-5310

Bankruptcy Case No.: 09-15127

Chapter 11 Petition Date: May 27, 2009

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

Judge: Karen A. Overstreet

Debtor's Counsel: Koler King, Esq.
                  17779 28th Ave NE
                  Lake Forest Park, WA 98155-5310
                  Tel: (206) 380-7357


DANA HOLDING: Names James E. Sweetnam as President & CEO
--------------------------------------------------------
Dana Holding Corporation has named James E. Sweetnam as president
and chief executive officer.  Mr. Sweetnam will be appointed to
the Dana Board of Directors.

Mr. Sweetnam comes to Dana Holding after more than 11 years at
Eaton Corporation, where he most recently served as president of
the company's global Truck Group.

At Eaton, a global $15.4 billion diversified industrial
manufacturer, Mr. Sweetnam led the company's $2.3 billion truck
business, which manufactures, markets, and sells transmissions,
clutches, and drivetrain systems to global truck OEMs.  He joined
Eaton in 1997 as vice president and general manager of the
company's Heavy-Duty Transmission Division, Truck.  In 2000,
Sweetnam was named vice president, Operations, Heavy-Duty
Transmission Clutch and Aftermarket, Truck.  From 2001 to 2008, he
served as senior vice president and president, Truck Group.

Prior to joining Eaton, Mr. Sweetnam spent 10 years at Cummins
Engine Company where he served in a variety of significant roles,
including president of Cummins Electronics Company and group
managing director of Holset Engineering Co., Ltd., Cummins' U.K.-
based global turbo charger business.  From 1977 to 1985, Mr.
Sweetnam served in a variety of managerial roles for Canadian
Liquid Air Ltd. in Montreal, Quebec, and Calgary, Alberta.  From
1975 to 1977, he served as a construction engineer and product and
operations engineer with Air Products & Chemicals in Allentown,
Pa., and Sao Paulo, Brazil.  He began his career as a civil
engineer at Olko Engineering in New York, N.Y.

Mr. Sweetnam earned a Bachelor of Science degree in applied
science and engineering from the U.S. Military Academy at West
Point and an MBA degree from Harvard University.  He is a board
member of The Lubrizol Corporation, a specialty chemical company
based in Wickliffe, Ohio, and the board of trustees for
ideastream, a public service multi-media organization based in
Cleveland, Ohio.

In conjunction with the appointment of Mr. Sweetnam as president
and CEO, Dana Holding disclosed that John Devine, who most
recently served as chairman and CEO, will continue as executive
chairperson moving forward.

"We are very excited that Jim has decided to join the Dana
leadership team," Mr. Devine said.  "He has a tremendous track
record of success internationally.  His deep knowledge of our
business, especially the commercial vehicle segment, will ensure a
brief and smooth transition for him.  I look forward to working
with Jim to address the challenges and opportunities in our
business today."

Mr. Sweetnam stated, "Dana has an impressive array of global
customer relationships, solid product and market diversity, and a
wonderful base of talented employees.  I look forward to working
with the people of Dana to lead the Company's growth and
resurgence."

                        About Dana Holding

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/-
- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.  Dana has facilities in China in the
Asia-Pacific, Argentina in the Latin-American regions and Italy in
Europe.

Dana Corp. and its affiliates filed for Chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represented the Debtors.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners served as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represented the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP, served as counsel to the Official Committee of Equity
Security Holders.  Stahl Cowen Crowley, LLC, served as counsel to
the Official Committee of Non-Union Retirees.  The Debtors filed
their Joint Plan of Reorganization on August 31, 2007.  Judge
Burton Lifland confirming the Plan, as thrice amended, on
December 26, 2007.  The Plan was declared effective January 31,
2008.  Upon emergence, the Company was renamed as Dana Holding
Corporation.

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

                           *     *     *

As reported by the Troubled Company Reporter on May 26, 2009,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Toledo, Ohio-based Dana Holding Corp. to 'B-'
from 'SD' (selective default) and raised its rating on the
Company's outstanding $1.26 billion term loan bank facility to 'B'
from 'D'.  The recovery rating on the term loan is unchanged, at
'2', indicating S&P's expectation that lenders would receive
substantial (70% to 90%) recovery in the event of a payment
default.  The issue and recovery ratings on Dana's asset-backed
loan revolving facility are unchanged, at 'B+' and '1', indicating
S&P's expectation that lenders would receive very high (90% to
100%) recovery in the event of a payment default.

According to the TCR on May 12, 2009, Moody's Investors Service
has lowered the Probability of Default rating of Dana Holding
Corporation to Ca following the Company's announcement that it is
initiating a Dutch auction tender program to repurchase up to 10%
of the existing $1.26 billion under its Term Loan Facility.  The
company anticipates that the repurchase activity under this
program will be completed later this month.  In a related action,
Moody's lowered the ratings on the company's senior secured term
loan to Ca from B3.  The Speculative Grade Liquidity Rating of
SGL-3 was affirmed.  The ratings remain under review for
downgrade.


DELTA AIR: Chapter 11 Cases Reassigned to Judge Cecilia Morris
--------------------------------------------------------------
The U.S. District Court for the Southern District of New York
notified parties-in-interest that Delta Air Lines, Inc., et al.'s
Chapter 11 Case No. 05-17923 and all its pending, affiliated cases
and adversary proceedings have been reassigned from Judge Adlai S.
Hardin, Jr. to Judge Cecelia G. Morris.

According to the Clerk of Court Vito Genna, the Case Reassignment
is effective April 27, 2009.  Mr. Genna notes that the Notice of
Case Reassignment has been sent out to 502 recipients.

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News Issue No. 114;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice. John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELTA AIR: Officers Disclose Transactions Related to Common Stock
-----------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, nine officers of Delta Air Lines, Inc., and Northwest
Airlines Corporation disclosed various transactions related to the
company's common stock.

On May 5, 2009, Mickey P. Foret, a director at Delta Air Lines,
Inc., reported that that he acquired 83 shares of Delta common
stock on January 2.  Following the transaction, Mr. Foret became
the direct beneficial owner of 13,718 shares.  He also indirectly
owned 35,073 shares as a sole member of Aviation Consultants.

Richard Anderson, chief executive officer of Delta Air Lines,
Inc., disclosed that he disposed of a total of 2,000 shares of
Delta Air Lines, Inc. common stock on March 25.  Mr. Anderson
donated the 2,000 Delta shares to The Delta Employee and Retiree
Care Fund, a non-profit charitable organization.  The Fund was
established in 2007 to provide financial assistance to eligible
employees and retirees of Delta and its subsidiaries in the event
of severe personal hardship, including those due to events like
natural disasters, fire, crime, death, illness or injury.

Following the transaction, Mr. Anderson directly and beneficially
owned 1,576,972 shares of Delta common stock.

           Shares Withheld for Payment of Tax Liability

Mr. Anderson also reported that he disposed of a total of 85,566
Delta shares:

  Transaction Date         Shares        Price per Share
  ----------------         ------        ---------------
   April 3, 2009           21,042             $6.64
   May 1, 2009             64,524              6.42

The transactions left Mr. Anderson with 1,491,406 beneficially
owned Delta shares.

Richard B. Hirst, senior vice president at Delta Air Lines, Inc.,
disclosed that he disposed of 9,483 shares of Delta common stock,
at $6.42 per share.  Following the transaction, Mr. Hirst
beneficially owned 334,537 Delta shares.

Glen W. Hauenstein, executive vice president for Network Planning
and Revenue Management at Delta Air Lines, Inc., reported that he
disposed of 16,874 shares of Delta common stock, at $6.42 per
share.  Subsequently, Mr. Hauenstein became the beneficial owner
of 361,546 shares after the transaction.

Delta Air Lines, Inc. Senior Vice President and Chief Financial
Officer Hank Halter said that on May 1, he disposed of 13,175
shares of Delta common stock, at $6.42 per share.  The transaction
left Mr. Halter with 244,175 shares of Delta common stock that he
beneficially owned.

Stephen E. Gorman, executive vice president and chief operating
officer at Delta Air Lines, Inc., reported that on May 1, he
disposed of 19,309 shares of Delta common stock, at $6.42 per
share.  Following the transaction, Mr. Gorman is deemed to
beneficially own 585,178 shares of Delta common stock.

Michael H. Campbell, executive vice president for Human Resources
& Labor Relations at Delta Air Lines, Inc., said that he disposed
of 16,874 shares of Delta common stock, at $6.42 per share on
May 1.  Mr. Campbell is deemed to beneficially own 333,706 shares
of Delta common stock following the transaction.

Michael J. Becker, executive vice president and chief operating
officer of Northwest Airlines Corporation, reported that he
disposed of 17,004 shares of Delta Air Lines, Inc. common stock,
at $6.42 per share.  Subsequently, Mr. Becker is deemed to
beneficially own 478,243 shares of Delta common stock.

Edward H. Bastian, president and chief operating officer of
Northwest Airlines Corporation, said that he disposed of 30,503
shares of Delta Air Lines, Inc. common stock at a price of $6.42
per share on May 1.  Accordingly, Mr. Bastian is deemed to
beneficially own 697,719 shares of Delta common stock.  In a
separate filing dated May 18, 2009, Mr. Bastian disclosed that he
disposed of an additional 25,000 at a price of $6.5 per share.
Accordingly, Mr. Bastian became the direct beneficial owner of
672,719 Delta shares after the transaction.

The shares disposed were withheld for payment of tax liability
upon vesting of 20% of a special one-time restricted stock award,
in connection with Delta's merger with Northwest Airlines
Corporation on October 29, 2008.  It was approved by the Personnel
& Compensation Committee of Delta's Board of Directors and is
exempted from Section 16(b) of the Securities Exchange Act of 1934
under Rules 16b-3(d)(1) and 16b-3(e).

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Northwest Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors retained Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., as its bankruptcy counsel.  When the
Northwest Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On May 21,
2007, the Court confirmed the Northwest Debtors' amended plan.
That amended plan took effect May 31, 2007.  (Northwest Airlines
Bankruptcy News Issue No. 114; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts.  Timothy R.
Coleman at The Blackstone Group L.P. provided the Delta Debtors
with financial advice.  Daniel H. Golden, Esq., and Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provided
the Official Committee of Unsecured Creditors with legal advice.
John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and
James S. Feltman at Mesirow Financial Consulting, LLC, served as
the Committee's financial advisors.  On April 25, 2007, the Court
confirmed the Delta Debtors' plan.  That plan became effective on
April 30, 2007.  The Court entered a final decree closing 17 cases
on September 26, 2007.  (Delta Air Lines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA AIR: To Offer Early Retirement to Some Pilots, Union Says
---------------------------------------------------------------
Delta Air Lines Inc., is planning to eliminate some of its pilots
through an early retirement program, Lee Moak, chairman of the
Master Executive Council of Delta Air Line Pilots Association,
told its members in a memo dated May 8, 2009, according to the
Atlanta Business Chronicle.

Delta's proposed pilot retirement incentive program is "designed
to address what management perceives to be a current pilot
staffing overage," the memo stated, citing severance pays,
retiree travel and medical benefits "for a limited time."  Pilots
will have to qualify for eligibility in the Program, which
conditions include age metrics and length of service.  Mr. Moak,
however, did not specify the number of pilot jobs that Delta
plans to shed.

Combined, Delta and its acquired Northwest Airlines Corporation,
employ more than 12,000 pilots, according to the report.

Mr. Moak pointed out that "a detailed discussion is premature,
because the proposal is just that -- a proposal," which the Union
received from Delta in April 2009.  He clarified that "no
tentative agreement has been reached with Delta management, and
no program is in place."

As of February 2009, more than 2,100 Delta employees, or 2.8% of
the Company's total work force, opted to take the Company's
voluntary severance and early retirement program.  Delta has
eliminated approximately 6,500 jobs throughout the company through
voluntary buyouts and early retirements, but pilots have not
previously been included in earlier job reduction Programs, the
Atlanta Business Chronicle noted.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News Issue No. 114;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice.  John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELTA PETROLEUM: Roger Parker Steps Down as Chairperson & CEO
-------------------------------------------------------------
Delta Petroleum Corp. Chairperson and CEO Roger Parker has
informed the Board of Directors that he is resigning from the
Company.

"I am very proud of my 22 years at Delta," said Roger Parker. "I
believe Delta is well positioned for the future and that this is
the appropriate time for me to pursue new business interests. I am
resigning my positions with Delta today [May 27] and leave with
great fondness for the Company and its employees, but will remain
involved as a consultant for six months to assist in a smooth
transition and to provide continuity."

The Board has formed a committee of independent directors tasked
with searching for a new Chief Executive Officer.  John Wallace
will continue in his role as President and will function as the
senior executive officer of the Company until a new CEO is
identified by the Board.

Daniel Taylor, a Delta Petroleum Board member since February 2008
and a Tracinda Corporation executive, was elected Chairman of the
Board. Tracinda currently owns approximately 34% of Delta's shares
and is the largest shareholder of the Company. "I look forward to
working as Chairman with Delta Petroleum's experienced management
team as it works to capitalize on the significant untapped value
inherent in its asset base and significant acreage positions,"
said Mr. Taylor.

Mr. Taylor stated, "On behalf of the Board of Directors, I wish
Roger well in his future endeavors.  Roger is a skilled oil and
gas executive and his contributions to Delta Petroleum's growth
have been considerable."

In addition to being a Director of Delta, Mr. Taylor has also
served as a Director of MGM Mirage since March 2007.  Previously,
Mr. Taylor was the President of Metro-Goldwyn-Mayer Inc. (MGM
Studios) from April 2005 to January 2006 and Senior Executive Vice
President and Chief Financial Officer of MGM Studios from June
1998 to April 2005.

Ben Casselman at The Wall Street Journal reports that with the
appointment of Mr. Taylor, Kirk Kerkorian gained tighter control
over Delta Petroleum.  WSJ notes that Delta Petroleum is 34.1%-
owned by Mr. Kerkorian's Tracinda Corp.  WSJ states that Mr.
Kerkorian, through Tracinda, paid about $684 million for a 35%
stake in Delta Petroleum at the end of 2007 and has continued to
acquire shares since then.

According to WSJ, Mr. Kerkorian has never sought to own a majority
stake in Delta Petroleum, but he has shown signs recently that he
wants to play a more active role in the Company.  Mr. Kerkorian,
says WSJ, nominated four of the board's 12 members this year.  All
four were elected by shareholders at the Company's annual meeting
on Wednesday, WSJ states.  The report says that in 2008, Mr.
Kerkorian nominated two members.

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007.  The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.

At December 31, 2008, the Company's balance sheet showed total
assets of $1.8 billion, total liabilities of $1.1 billion and
stockholders' equity of $747.4 million.

According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%).  Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2.  Delta's Speculative Grade Liquidity rating remains at
SGL-4.  Moody's said that the outlook is negative.

The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'.  S&P removed all ratings from CreditWatch with negative
implications where they were placed on Jan. 16, 2009, because of
concerns about near-term liquidity and covenant compliance.  S&P
said that the outlook is developing.


ENERGY PARTNERS: Can Hire Epiq as Notice & Claims Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized, on an interim basis, Energy Partners, Ltd., and its
debtor-affiliates to employ Epiq Bankruptcy Solutions, LLC, as
notice, claims and balloting agent.

As noticing and claims agent, Epiq is expected to:

   (a) serve as noticing agent for the distribution of notices and
       pleadings to the estates' creditors and parties in
       interest;

   (b) receive, process and record all proofs of claim or interest
       filed in these cases; and

   (c) assist in the preparation of schedules of assets and
       liabilities and statements of financial affairs.

Daniel C. McElhinney, executive director of Epiq, told the Court
that the firm received a $25,000 retainer from the Debtors.

The Debtors are also authorized to pay Epiq's fees and expenses on
a monthly basis, without the necessity of Epiq filing formal fee
applications with the Court.

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

                       About Energy Partners

Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company.  The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.

Energy Partners, Ltd. and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S. D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


ENGINEERED FRAMING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Engineered Framing Systems, Inc.
          dba EFS, Inc.
        17823 Rinaldi Street
        Granada Hills, CA 91344

Bankruptcy Case No.: 09-16236

Chapter 11 Petition Date: May 26, 2009

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

Judge: Kathleen Thompson

Debtor's Counsel: Steven R. Fox, Esq.
                  17835 Ventura Blvd
                  Ste 306
                  Encino, CA 91316
                  Tel: (818) 774-3545
                  Fax: (818) 774-3707
                  Email: emails@foxlaw.com

Total Assets: $1,181,055

Total Debts: $3,042,075

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/cacb09-16236.pdf

The petition was signed by John P. Durst, president of the
Company.


ENRON CORP: Court Okays MTB Investment Settlement
-------------------------------------------------
Judge Arthur J. Gonzalez of the United States Bankruptcy Court
for the Southern District of New York approved Enron Creditors
Recovery Corp.'s settlement agreement and limited mutual release
with MTB Investment Advisors, Inc.

Pursuant to the Settlement Agreement, MTB will pay Enron $417,947
and MTB will forfeit, waive and release any claim against Enron.
The parties also agree that Enron will execute a stipulation
dismissing claims and all motions against MTB in the Adversary
Proceeding styled Enron Corp. v. Mass Mutual Life Insurance Co.,
et al.  Enron, under the Adversary Complaint, sought to recover
from MTB $13,931,566 in connection with the Early Redemption
Transfers of commercial papers Enron issued in 2001.

Howard P. Magaliff, Esq., at Togut, Segal $ Segal LLP, in New
York, co-counsel for Enron, asserts that the Settlement Agreement
will clearly benefit the Debtors and their creditors as it will
result in a payment to the estate, and it will avoid future
disputes and litigation concerning the involvement of MTB in the
Early Redemption Transfers.

                           About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP, for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

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


ENRON CORP: Court Okays Settlement of Fremont General Lawsuit
-------------------------------------------------------------
Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved a stipulation and agreement
between Fremont General Corporation and Enron Creditors Recovery
Corporation dated April 24, 2009, settling an outstanding
litigation and resolving an approximately $25.5 million proof of
claim filed by Enron on October 14, 2008, in Fremont General's
bankruptcy proceedings in the United States Bankruptcy Court for
the Central District of California, Santa Ana Division.

The Troubled Company Reporter disclosed on April 29, 2009, that
Fremont said the Stipulation has been entered into as part of its
initiative to resolve contingent and unliquidated claims,
including various litigation matters.

Prior to Enron's bankruptcy filing on December 2, 2001, Enron
issued unsecured commercial paper to various entities, including
Fremont.  The commercial paper had maturities of up to 270 days.
In a series of transfers, Enron allegedly paid over $1 billion
dollars to various entities, including $25,426,521.66 to the
Company, in respect of such commercial paper prior to such
commercial paper's stated maturity.  In November 2003,
representatives of Enron's bankruptcy estate commenced adversary
proceedings in the Enron Court against the Company and various
defendants, asserting claims that the payments made in respect of
the commercial paper are avoidable and recoverable under various
sections of the Bankruptcy Code.

In consideration of the aggregate and integrated final settlement
of all claims and disputes between them, Fremont and Enron agreed
to these terms:

   * Allowed General Unsecured Claim.  On the Effective Date,
     Enron will be allowed for purposes of voting on any proposed
     plan of liquidation or reorganization, as the case may be, in
     Fremont's bankruptcy case and receiving any distributions
     made pursuant to that Chapter 11 Plan or otherwise in
     Fremont's bankruptcy case, a $4 million general unsecured
     non-priority claim against Fremont.  However, upon Enron's
     actual receipt of distributions from Fremont's bankruptcy
     estate totaling $2.0 million, the Allowed Claim will be
     deemed to be satisfied in full, and Enron will have no
     further right to any distributions or payment from Fremont's
     bankruptcy estate.  The Allowed Claim will be the sole and
     exclusive right to payment that Enron will have against
     Fremont's bankruptcy estate or otherwise.

   * Dismissal of the Adversary Proceeding.  Immediately after the
     Effective Date, Enron will cause the Adversary Proceeding to
     be dismissed with prejudice as to Fremont, with Fremont and
     Enron to bear their own attorneys' fees and costs.

   * Enron and Fremont will execute mutual releases.

                     About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured Creditors
as counsel.  The Debtor filed with the Court an amended schedule
of its assets and liabilities on October 30, 2008, disclosing
$330,036,435 in total assets and $326,560,878 in total debts.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP, for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

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


ENRON CORP: Skilling Asks Supreme Court to Overturn Conviction
--------------------------------------------------------------
Jeffrey Skilling, former chief executive officer of Enron Corp.,
urges the U.S. Supreme Court to overturn the conviction made on
his case, CNN reports.  Mr. Skilling has been convicted of 19
counts of fraud and conspiracy that ultimately led to the collapse
of Enron and the billions of investor losses in 2004.  The United
States Court of Appeals for the Fifth Circuit denied Mr.
Skilling's request for a rehearing.

Daniel M. Petrocelli, Esq., at O'Melveny & Myers, in Los Angeles,
California, attorney for Mr. Skilling, asserts widespread media
coverage prevented Mr. Skilling from receiving a fair trial.  "The
widespread, persistent, and scathing demonization of Skilling by
the Houston media far exceeded the editorial commentary" Mr.
Petrocelli says in the appeal, according to CNN.

The current appeal maintains that Mr. Skilling was improperly
convicted of withholding his "honest services" from Enron's
shareholders, which would be a violation of federal law dealing
with fiduciary responsibilities, the report adds.

Meanwhile, the U.S. Supreme Court's decision to hear the appeal
of former media mogul Conrad Black is a very significant
development not just for Mr. Skilling's case, but for the entire
justice system, Mr. Petrocelli says, according to The Houston
Chronicle.  The outcome of the Black case likely means Mr.
Skilling's case will get remanded for reconsideration to the Fifth
Circuit, the report says.

In 2005, a jury in the District Court found Mr. Skilling and
former Enron chairman Kenneth Lay guilty of conspiracy to commit
securities and wire fraud, false representations to auditors, and
insider trading.  The District Court sentenced Mr. Skilling to
292 months imprisonment, three years' supervised release, and
$45,000,000 in restitution.  Mr. Lay died before he was
convicted.  A three-judge panel in the United States Court of
Appeals for the Fifth Circuit issued a 104-page opinion dated
January 6, 2009, affirming all of the convictions charged by the
United States District Court for the Southern District of Texas
against former Enron Corporation chief executive officer Jeffrey
K. Skilling.

                           About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP, for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

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


ERE-MT LLC: Case Summary & 1 Largest Unsecured Creditor
-------------------------------------------------------
Debtor: ERE-MT, LLC
        687 East Seattle Slew Lane
        Gilbert, AZ 85296

Bankruptcy Case No.: 09-11411

Chapter 11 Petition Date: May 26, 2009

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

Judge: George B. Nielsen

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

Total Assets: $4,130,000

Total Debts: $1,370,377

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/azb09-11411.pdf

The petition was signed by Robert Terrell, managing member of the
Company.


FAIRFIELD SHOPPING: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fairfield Shopping Center, LLC
        500 N. Larchmont
        Los Angeles, CA 90004

Bankruptcy Case No.: 09-22891

Chapter 11 Petition Date: May 26, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Anne Wells, Esq.
                  2463 Ashland Ave
                  Santa Monica, CA 90405
                  Tel: (310) 490-0290
                  Fax: (310) 450-9106
                  Email: wellsanne@earthlink.net

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

A list of the Company's 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb09-22891.pdf

The petition was signed by Yair Ben Moshe, member and co-manager
of the Company.


FILENE'S BASEMENT: Wants to Hire Vorys Sater as Special Counsel
---------------------------------------------------------------
Filene's Basement Corp. and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Vorys, Sater, Seymour and Pease LLP as their special
counsel.

As counsel to the Debtors, Vorys will, among other things:

   a) negotiate and effect the sale of the Debtors' assets;

   b) provide general corporate representation and corporate
      governance counseling; and

   c) assist the Debtors in employment and labor matters.

Reginald W. Jackson, Esq., a member of Vorys, tells the Court that
pre-bankruptcy, Vorys received $136,458 in payment of services
rendered and advancements made in connection with work done for
the Debtors' benefit.  Prior to Filene's Basement's petition date,
Vorys received $100,000 on behalf of the services rendered
prepetition.  As of the petition date, Vorys held a retainer
balance of $6,587.  In addition, Vorys was owed $44,630
representing work billed to Retail Ventures Services, Inc., a
payment processor owned by Retail Ventures, Inc., the owner of an
equity interest in the Debtors.

The hourly rates of Vorys personnel are:

         Reginald W. Jackson                 $450
         Stephen R. Buchenroth               $450
         John B. Weimer                      $390
         Stephen D. Browning                 $355
         Nelson D. Cary                      $340
         Steven R. Becker                    $330
         Judith L. Marsh                     $275
         Daniel J. Clark                     $240

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

Mr. Jackson can be reached at:

     Vorys, Sater, Seymour and Pease LLP
     52 East Gay Street
     P.O. Box 1008
     Columbus, OH 43216-1008
     Tel: (614) 464-6400

                     About Filene's Basement

Filene's Basement Corp., also called The Basement, is a
Massachusetts-based chain of department stores owned by Retail
Ventures, Inc.  The oldest off-price retailer in the United
States, The Basement focuses on high-end goods and is known for
its distinctive, low-technology automatic markdown system.  As of
late 2006, the company operated stores in metropolitan areas of
eight U.S. states and Washington, D.C.  The chain also uses a
470,000-square-foot (44,000 m2) distribution center in Auburn,
Massachusetts.  The store's name is derived from the subterranean
location of its flagship store, in the basement of the former
Filene's department store at Downtown Crossing in Boston,
Massachusetts.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525) James E. O'Neill,
Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael
Seidl, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl &
Jones LLP represents the Debtors in their restructuring effort.
The Debtors listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in debts.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.  Retail Ventures in April 2009 transferred
the unit to Buxbaum.


FILENE'S BASEMENT: Landlords Oppose Asset Sale
----------------------------------------------
Certain landlords of Filene's Basement Corp. and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the District
of Delaware their objections to the Debtors' motion to sell
certain assets and to assume and assign certain agreements to the
successful bidder, free and clear of liens, claims, and
encumbrances.

As reported in the Troubled Company Reporter on May 22, 2009,
Filene's Basement Inc., will hold an auction to determine whether
better offers will emerge for part or all of its 36 stores.  An
affiliate of Stanley Chera's Crown Acquisitions is already under
contract to buy 17 stores from Filene's for $22 million.  Bids
that would rival Crown must start at $22.8 million.

Grosvenor International (American Freeholds) Limited and BBCAF-
VRC, LLC, tenants of CB Richard Ellis, Inc., object to the sale
motion, asserting that:

   -- it does not contain any procedures that provides the
      landlord with financial or other information pertaining to a
      potential purchaser and assignee of landlord's lease;

   -- any sale must not be free and clear of obligations to
      satisfy all charges due under the lease, including unbilled
      year-end adjustments and reconciliations; and

   -- the landlord requires that the successful bidder enter into
      a lease amendment and assignment agreement in a form
      acceptable to the landlord, that will cause the successful
      bidder to become directly obligated to the landlord under
      the leases.

Lockwood Retail, LLC, owner of the retail shopping center where
the Debtors are tenants, objects to the timeline proposed for the
potential sale or assumption and assignment of the Lockwood Place
Lease.  The landlord relates that the proposed sale procedures
would deny it an opportunity to evaluate and object to any
proposed assignment of the Lockwood Place lease.  The timeline
contemplates:

   -- a sale hearing on June 15, 2009, at 4:00 p.m.

   -- the bid deadline to be 5 or 3 business days before the sale
      hearing at 4:00 p.m.

   -- the auction to be held 2 business days before the sale
      hearing, starting at 10:00 a.m.

   -- the objection deadline to be 3 business days before the
      sale hearing at 4:00 p.m.

                     About Filene's Basement

Filene's Basement Corp., also called The Basement, is a
Massachusetts-based chain of department stores owned by Retail
Ventures, Inc.  The oldest off-price retailer in the United
States, The Basement focuses on high-end goods and is known for
its distinctive, low-technology automatic markdown system.  As of
late 2006, the company operated stores in metropolitan areas of
eight U.S. states and Washington, D.C.  The chain also uses a
470,000-square-foot (44,000 m2) distribution center in Auburn,
Massachusetts.  The store's name is derived from the subterranean
location of its flagship store, in the basement of the former
Filene's department store at Downtown Crossing in Boston,
Massachusetts.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525) James E. O'Neill,
Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael
Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP represents the Debtors in their restructuring effort.
The Debtors listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in debts.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.  Retail Ventures in April 2009 transferred
the unit to Buxbaum.


FOAMEX INT'L: Court OKs Sale to MatlinPatterson & Black Diamond
---------------------------------------------------------------
Phil Wahba at Reuters reports that Foamex International Inc. said
that the U.S. Bankruptcy Court for the District of Delaware
approved its sale to MatlinPatterson Global Opportunities Partners
and Black Diamond Capital Management.

The sale, says Reuters, paves the way for Foamex's emergence from
bankruptcy as soon as June.

Citing a Foamex spokesperson, Reuters relates that
MaitlinPatterson and Black Diamond won the bidding for Foamex with
a $155 million offer, along with the assumption of some
liabilities.

According to Reuters, MaitlinPatterson and Bank of America Corp.
have provided Foamex with "debtor-in-possession" funding of up to
$95 million to keep the Company operating while in bankruptcy.

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.


FREMONT GENERAL: Judge Gonzalez Okays Enron Settlement
------------------------------------------------------
Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved a stipulation and agreement
between Fremont General Corporation and Enron Creditors Recovery
Corporation dated April 24, 2009, settling an outstanding
litigation and resolving an approximately $25.5 million proof of
claim filed by Enron on October 14, 2008, in Fremont General's
bankruptcy proceedings in the United States Bankruptcy Court for
the Central District of California, Santa Ana Division.

Judge Gonzalez oversees the Enron bankruptcy proceedings.

The Troubled Company Reporter disclosed on April 29, 2009, that
Fremont said the Stipulation has been entered into as part of its
initiative to resolve contingent and unliquidated claims,
including various litigation matters.

Prior to Enron's bankruptcy filing on December 2, 2001, Enron
issued unsecured commercial paper to various entities, including
Fremont.  The commercial paper had maturities of up to 270 days.
In a series of transfers, Enron allegedly paid over $1 billion
dollars to various entities, including $25,426,521.66 to the
Company, in respect of those commercial paper prior to the
commercial paper's stated maturity.  In November 2003,
representatives of Enron's bankruptcy estate commenced adversary
proceedings in the Enron Court against the Company and various
defendants, asserting claims that the payments made in respect of
the commercial paper are avoidable and recoverable under various
sections of the Bankruptcy Code.

In consideration of the aggregate and integrated final settlement
of all claims and disputes between them, Fremont and Enron agreed
to these terms:

   -- On the Effective Date, Enron will be allowed for purposes of
      voting on any proposed plan of liquidation or
      reorganization, as the case may be, in Fremont's bankruptcy
      case, a general unsecured non-priority claim for $4 million
      against Fremont.  However, upon Enron's actual receipt of
      distributions from Fremont's bankruptcy estate totaling
      $2 million, the Allowed Claim will be deemed to be satisfied
      in full, and Enron will have no further right to any
      distributions or payment from Fremont's bankruptcy estate.
      The Allowed Claim will be the sole and exclusive right to
      payment that Enron will have against Fremont's bankruptcy
      estate or otherwise.

   -- As soon as is practicable after the Effective Date, Enron
      will cause the Adversary Proceeding to be dismissed with
      prejudice as to Fremont, with each party to bear their own
      attorneys' fees and costs.

   -- Enron and Fremont will exchange mutual releases.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP, for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

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

                     About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured Creditors
as counsel.  The Debtor filed with the Court an amended schedule
of its assets and liabilities on October 30, 2008, disclosing
$330,036,435 in total assets and $326,560,878 in total debts.


FURNITURE-IN-PARTS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Furniture-In-Parts Corporation
           dba The Door Store
        110 Enterprise Avenue South
        Secaucus, NJ 07094

Bankruptcy Case No.: 09-13399

Chapter 11 Petition Date: May 27, 2009

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

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas
                  31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Total Assets: $2,633,438

Total Debts: $2,230,066

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/nysb09-13399.pdf

The petition was signed by Jodi Fitzgerald, president of the
Company.


G.M. BERGERON: Proofs of Claim Must Be Filed by July 10
-------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court for
the District of Massachusetts directs all creditors holding
prepetition claims against G.M. Bergeron, Inc. (except holders of
claims listed as liquidated, undisputed and not contingent in the
Debtor's Schedules of Liabilities filed on May 12, 2009) to file a
proof of claim with the Clerk's Office in Worcester, Mass., on or
before 4:00 p.m. on July 10, 2009.

Any claim against the Debtor for which a proof of claim is
required, but is not timely filed, Judge Rosenthal warns, will be
forever disallowed and barred as a claim against the Debtor and
its bankruptcy estate whether for purposes of voting,
sharing in any distribution, or in any other way participating as
a party in interest in the debtor's Chapter 11 case.

G.M. Bergeron, Inc. -- http://www.gmbergeron.com/-- is a home
builder in Worcester County, Mass.  The family-owned business
sought protection under Chapter 11 (Bankr. D. Mass. Case 09-41541)
on April 24, 2009, estimating its assets and liabilities at less
than $10 million.  George W. Tetler, III, Esq., at Bowditch &
Dewey in Worcester, Mass., represents the debtor in its
restructuring.


GENCORP INC: Taps Imperial Capital to Assist Refinancing Efforts
----------------------------------------------------------------
GenCorp Inc. says it has engaged Imperial Capital LLC to
facilitate its efforts to amend its $280 million senior credit
facility and to refinance its subordinated debt.

                        About GenCorp

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

As reported in the Troubled Company Reporter on April 2, 2009,
Standard & Poor's Ratings Services said it lowered its ratings on
Sacramento-based GenCorp Inc., including lowering the corporate
credit rating to 'CCC+' from 'B+'.  The outlook is developing.

"The downgrade reflects significant uncertainty about GenCorp's
ability to pay off or refinance $125 million of convertible notes
if put to the company in January 2010," said Standard & Poor's
credit analyst Christopher DeNicolo.  As of Feb. 28, 2009, the
firm had $80 million of cash and an undrawn $80 million revolving
credit facility. However, the revolver cannot be used to repay the
notes and the credit facility will have to be amended, likely
resulting in much higher interest costs.  "In addition," added Mr.
DeNicolo, "the current trading price of the notes-around 70 cents
on the dollar as of the date of this report-increases the
likelihood that the company could enter into a distressed exchange
to address the refinancing."


GENERAL MOTORS: To File for Chapter 11 Bankruptcy Monday, WSJ Says
------------------------------------------------------------------
General Motors Corp. will file for Chapter 11 bankruptcy
protection on Monday, Neil King Jr., John D. Stoll, and Kevin
Helliker at The Wall Street Journal report, citing people familiar
with the matter.

WSJ relates that while the government plans to proceed with a
restructuring that will cost taxpayers billions of dollars more
than previously envisioned, its sources said that some key details
still need to be ironed out, including the role that GM CEO
Frederick Henderson will play in the government's expected
announcement of the bankruptcy, and the exact structure of the
revamped GM that will be created under court protection.
President Barack Obama, according to WSJ, would disclose on Monday
the government's plans for GM.

WSJ states that the government altered the terms of the
restructuring and offered GM bondholders an improved deal if they
agree to forgive $27 billion in unsecured debt and pledge not to
oppose the Company's reorganization in court.  WSJ relates that in
exchange for agreeing to the terms of the reorganization and
turning in their notes, bondholders would get 10% of GM's shares
as well as warrants giving them the potential of to increase their
stake in the reorganized company to more than 20%, compared the
previous offer of no more than 10% stake.  According to the
report, the speed of the reorganization could largely depend on
whether GM and the auto task force win over thousands of unsecured
bondholders.  The report says that a group representing key
investors agreed to the new terms.

The U.S. Treasury made a proposal that provides incentives for
GM's unsecured bondholders to support GM's restructuring efforts
in the event GM decides to pursue a 363 sale as part of a
bankruptcy proceeding.  Implementation of this proposal would
result in a New GM with a healthy balance sheet, putting the new
company on a clear path toward long-term viability and success.

WSJ reports that a committee representing institutional
bondholders said that they accepted the deal because the
government was willing to take a bigger risk on GM by exchanging a
substantial debt load for stock.

Under the new plan, a trust fund controlled by the United Auto
Workers to cover health care for retired union workers would get
17.5% of GM's stock, compared to the previous agreement of 39%
stake, WSJ states.  The UAW, according to WSJ, will then get
$6.5 billion in preferred stock and a $2.5 billion note.  Citing
UAW President Ron Gettelfinger, WSJ relates that the union agreed
to 17.5% to help ensure a deal could be reached.

The government, as part of the revised plan, would provide GM with
at least $30 billion in financing, on top of the $20 billion in
loans the government already has given the Company, WSJ relates.
The government, says WSJ, will also turn the loans into a 72.5%
ownership stake in GM.  Administration officials said that it
could be six to 18 months before GM becomes a publicly traded
company again, WSJ states.

WSJ reports that the Canadian government is expected to inject as
much as $9 billion to GM, for which it will get an equity stake.

           GM & Germany Dispute Over Fate of GM Europe

Doug Cameron and Beate Preuschoff at Dow Jones Newswires report
that GM and the German government are in dispute over the fate of
GM's European operations, after the two parties couldn't agree on
financing arrangements for a rescue package.

According to Dow Jones, GM has to secure the fate of its domestic
and overseas operations before it would file for bankruptcy, but
the German government delayed a decision on supporting the partial
sale of GM's Opel and Vauxhall units until May 29, calling for
more details from the Company and U.S. government officials.  Dow
Jones reports that Germany delayed a decision on providing state-
backed bridge financing to Opel after being surprised by GM's
request for EUR300 million in bridge financing, in addition to the
EUR1.5 billion the two parties are still negotiating.

Citing U.S. officials, Doug Cameron at Dow Jones relates that
despite delays to the partial sale of its European operations,
plans to restructure GM can proceed.

Dow Jones reports that talks with bidders Magna International and
Fiat SpA froze on Thursday, although the two firms remain in the
running for a stake in Opel.

                     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: Issues Early Paychecks This Week to Workers
-----------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that General Motors
Corp. has issued paychecks to 90,000 U.S. hourly and salaried
employees three days early this week.  The news source points out
that GM mailed or deposited the checks Tuesday, instead of Friday
as regularly scheduled.

According to Dow Jones, GM said it is trying to calm workers who
fear that they won't get paid if the Company files for bankruptcy.
Citing GM spokesperson Tom Wilkinson, Dow Jones relates that
workers' pay wouldn't be at risk in a bankruptcy.  Dow Jones says
one of the first courses of action would be to ensure that
employees are paid so that GM could continue operating.

                GM to Reduce NA Suppliers to 1,100

John McCrank at Reuters relates that GM wants to cut its North
American parts suppliers to 1,100 from 1,500 in the next 18
months.  GM intends to produce 6 million vehicles globally this
year, compared to 9.4 million units two years ago, due to the
steep downturn in the auto sector, Reuters states, citing GM's
global purchasing manager Bo Andersson.

Mr. Andersson, according to Reuters, said that if the Company were
to enter bankruptcy protection, it would seek to have its parts
suppliers designated as critical vendors so they would continue to
be paid.  The report quoted Mr. Andersson as saying, "We want to
continue to produce vehicles in bankruptcy and, therefore, we will
name all our production suppliers as critical vendors with the
logic that we need the parts, we want to produce the vehicles and
we're not going to exclude some (parts makers)."

    Swedish Court Ruling on Saab Reconstruction Expected Today

The Swedish court overseeing Saab Automobile AB's reconstruction
will decide on May 29 whether to extend the company's request for
more time as it tries to find a buyer, Ola Kinnander at Dow Jones
states, citing the Hon. Cecilia Tisell of the Vanersborg District
Court.  The reconstruction period expired on May 20.

According to Dow Jones, Judge Tisell said that Saab's creditors
and other stakeholders had until Thursday to tell the Court
whether they support or oppose Saab's application for a three-
month extension of the reconstruction period.  Six stakeholders,
including Sweden's tax agency, the IF Metall union that represents
most of Saab's workers, and GM's dealers in Sweden, have made
known to the Court their support of Saab's request, Dow Jones
relates, citing Judge Tisell.

                     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.


GEORGIA JOANN ADAMS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Georgia Joann Adams
           aka G. Adams
           dba Adams Construction
           aka Georgia J. Adams
        1340 44th St
        Sacramento, CA 95819

Bankruptcy Case No.: 09-30531

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: W. Austin Cooper, Esq.
                  2525 Natomas Park Dr #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525
                  Fax: (916) 920-0355
                  Email: austinccooperlaw@yahoo.com

Total Assets: $2,431,733

Total Debts: $1,550,086

A full-text copy of Mr. Adams' petition, including a list of his
10 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/caeb09-30531.pdf

The petition was signed by Mr. Adams.


GETRAG TRANSMISSION: Panel May Retain BWST as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted the official committee of unsecured creditors of GETRAG
Transmission Manufacturing, LLC, permission to retain Brooks
Wilkins Sharkey & Turco, PLLC, as its counsel.

As the Committee's general bankruptcy counsel, BWST will:

   (a) analyze matters related to the Debtor's bankruptcy case;

   (b) assist the Committee in its administrative
       responsibilities;

   (c) investigate transactions, claims, causes of action, and the
       Debtor's strategic plan for this case;

   (d) negotiate any plan of reorganization or liquidation; and

   (e) take any legal action necessary or appropriate in the
       representations of the interests of unsecured creditors.

Matthew E. Wilkins, Esq., a member at BWST, assures the Court that
his firm does not hold or represent any interest adverse to the
Committee, and that his firm is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

BWST's professionals currently bill these fees:

           Shareholders                $325 per hour
           Associates                  $220 per hour
           Paraprofessionals           $120 per hour

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on November 17, 2008 (Bankr.
E.D. Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S.
Grasl, Esq., and Stephen M. Gross, Esq., at McDonald Hopkins,
represent the Debtor as counsel.

In its schedules, the Debtor listed total assets of $690,071,505
and total debts of $582,208,616.


GJERDE FAMILY: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gjerde Family Investments, LLC
        1225 Cathedral Street
        Baltimore, MD 21

Bankruptcy Case No.: 09-19424

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Michael Stephen Myers, Esq.
                  Scarlett & Croll, P.A.
                  201 North Charles Street
                  Suite 600
                  Baltimore, MD 21201
                  Tel: (410) 468-3100
                  Email: mmyers@scarlettcroll.com

Total Assets: $2,020,000

Total Debts: $1,175,600

A list of the Company's 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb09-19424.pdf

The petition was signed by Robert K. Alipanah, president of the
Company.


GREEN MOUNTAIN: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Green Mountain Mgmt LLC
                800 Highway 78 E
                PMB 107
                Jasper, AL 35501

Case Number: 09-03129

Involuntary Petition Date: May 27, 2009

Court: Northern District of Alabama (Birmingham)

Petitioners' Counsel: Stephen B. Porterfield
                      Sirote & Permutt PC
                      2311 Highland Avenue So.
                      Birmingham, AL 35205
                      Tel: (205) 930-5100

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Con-Site Services              services             $12,500
Richard Wood, Owner
720 Highway 87
Calera, AL 35040

Dexter Fortson Associates      services             $438,110
Andrew Fortson, President
910 Ploof Drive
Hueytown, AL 35023

Tuscaloosa Testing Lab         services             $84,346
John Harvey, V.P.
3516 Greensboro Ave
Tuscaloosa, AL 35023


HARRAH'S OPERATING: Moody's Assigns 'Caa3' Rating on $1 Bil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to the proposed
$1.0 billion first lien notes due 2017 to be issued by Harrah's
Operating Escrow LLC and Harrah's Escrow Corporation, both wholly
owned subsidiaries of Harrah's Operating Company, Inc.  Proceeds
from the new first lien notes will be used to repay outstanding
bank debt.

Harrah's Entertainment, Inc.'s Caa3 Corporate Family Rating, Caa3
Probability of Default Rating, and SGL-4 Speculative Grade
Liquidity were affirmed.  The long-term debt ratings of Harrah's
Entertainment, Inc.'s and Harrah's Operating Company, Inc., were
affirmed although the loss given default assessments were revised
to reflect the new senior secured notes in Harrah's capital
structure.

The affirmation acknowledges that the issuance of the first lien
will modestly improve Harrah's liquidity profile by reducing the
amount of secured debt that is subject to a financial covenant
test in HOC's bank facilities.  However, Moody's believes Harrah's
may still breach its senior secured leverage covenant within the
next 12-month period unless operating results begin to improve
from current levels.  The Caa3 Corporate Family Rating and
negative outlook continue to reflect Harrah's very high leverage,
weak liquidity, and a continuation of weak gaming demand.

Proceeds from the new first lien notes will be used to repay a
portion of HOC's outstanding bank debt once certain conditions are
met.  These conditions include the completion of an amendment to
HOC's bank facilities that will: (1) allow Harrah's to raise new
first lien debt as long as 90% of the proceeds are used to repay
bank debt, and (2) permit up to $2.2 billion first lien debt
issued (inclusive of this issue) to be excluded from the senior
leverage covenant.  The note proceeds will be held in escrow until
these amendments are obtained.  Additionally, once the amendments
are obtained, the new notes will be assumed by HOC.

The first lien notes will be secured by the same collateral
securing HOC's bank facilities, and will be guaranteed by HET.
However, the new first lien notes will not be guaranteed by HOC's
domestic subsidiaries.  Moody's notes the obligors under HOC's
bank credit facilities effectively include all domestic
subsidiaries.

Rating assigned:

  -- Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
     (to be assumed by HOC) $1.0 billion senior secured notes due
     2017 at Caa3, (LGD 4, 53%)

Ratings affirmed and assessments revised:

  -- HET Corporate Family Rating at Caa3

  -- HET Probability of Default rating at Caa3

  -- HET Speculative Grade Liquidity rating at SGL-4

  -- HOC senior secured guaranteed revolving credit facility at
     Caa1 (LGD 2, 22%)

  -- HOC senior secured guaranteed term loans at Caa1 (LGD 2, 22%)

  -- HOC senior unsecured guaranteed notes at Ca (LGD 5, 84%)

  -- HOC senior unsecured debt at Ca (LGD 6, 91%)

  -- HOC senior subordinated notes at Ca (LGD 6, 96%)

Moody's last action on Harrah's took place on April 20, 2009, when
Moody's upgraded the company's Probability of Default Rating to
Caa3/LD and confirmed its Corporate Family Rating at Caa3.

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos.  The company generates consolidated revenues of about
$9.7 billion.


HARRAH'S ENTERTAINMENT: S&P Puts 'CCC' Rating on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating for Las Vegas-based gaming company Harrah's
Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., along with all issue-level ratings on
Harrah's debt, on CreditWatch with positive implications.

At the same time, S&P assigned the proposed $1.0 billion senior
secured notes offering being issued jointly by Harrah's Operating
Escrow LLC and Harrah's Escrow Corp. ("the escrow issuers") an
issue-level rating of 'B' (two notches higher than the expected
'CCC+' post-transaction corporate credit rating on Harrah's).  S&P
also assigned this debt a recovery rating of '1', indicating S&P's
expectation of very high (90% to 100%) recovery for noteholders in
the event of a payment default.

Both of the escrow issuers are wholly owned, unrestricted
subsidiaries of HOC.  Upon consummation of the offering, the
escrow issuers will deposit the gross proceeds of the offering
into a segregated escrow account until the date that certain
conditions are satisfied.  The conditions essentially relate to
the completion of an amendment to HOC's senior secured credit
facilities, the execution of documents granting security for the
proposed notes, and the assumption by HOC of all obligations of
the escrow issuers under the proposed notes.  The notes will have
the benefit of a pari passu security interest in the same
collateral that secures the senior secured credit facilities
(subject to permitted liens and exceptions).

S&P's CreditWatch listing reflects HOC's announced plans to raise
$1 billion in a senior secured note offering and to amend the
terms of its senior secured credit facilities.  If the company
completes the planned transactions as anticipated, S&P expects to
raise the corporate credit rating by one notch, to 'CCC+'.

"We view the bank amendment as being a positive step since S&P
were previously concerned that, given S&P's expectation for
operating performance, HOC may not have been able to remain in
compliance with its senior secured leverage ratio covenant in the
coming quarters," said Standard & Poor's credit analyst Ben
Bubeck.

Under the terms of the amendment, the principal amount of the
proposed notes will not be included in determining the senior
secured leverage ratio for the purposes of calculating the
covenant.  Moreover, the amendment will allow for up to $1 billion
of future issuances of first-lien senior secured notes to not
count against the maintenance covenant, so long as the company
uses 90% of the net proceeds to prepay the credit facilities on a
pro rata basis at par.  Thus, the amendment will immediately
provide Harrah's with flexibility relative to this covenant, and
the cushion could grow further if the company completes future
issuances.

S&P expects to resolve S&P's CreditWatch listing upon the
completion of the proposed transactions.  In the event the company
does not successfully sell the proposed notes and amend its
covenants, we'd affirm the 'CCC' corporate credit rating and
remove it from CreditWatch.


HEXION SPECIALTY: Participation Period Extended Until June 8
------------------------------------------------------------
Hexion Specialty Chemicals Inc. has extended the early
participation date with respect to its cash tender offer from
May 22, 2009, at 5:00 p.m., to June 8, 2009, a 12:00 p.m.

Hexion commenced on May 11, 2009, a cash tender offer to purchase
its outstanding 8.375% Debentures due 2016; 9.200% Debentures due
2021; and 7.875% Debentures due 2023, up to the maximum aggregate
principal amount the company can purchase for $20,000,000.

Each holder of notes who made valid tenders before the
participation date will be eligible to receive an early
participation payment of $30 per $1,000 principal amount of notes
tendered, according to the company.  The total consideration for
each $1,000 principal amount of each series of notes validly
tendered, and not withdrawn, pursuant to the tender offer on
before the early participation date, as extended, and accepted for
purchase will be equal to the clearing price for the notes, which
includes the early participation payment, the company noted.

Accordingly, all notes accepted for purchase will be eligible to
receive the same consideration, plus accrued and unpaid interest
on the notes up to, but not including, the settlement date, the
company related.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                             *   *   *

Troubled Company Reporter said on April 23, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Columbus, Ohio-based Hexion Specialty Chemicals Inc.,
including its corporate credit rating to 'SD' from 'CCC+'.

Moody's Investors Service, TCR reported on April 22, 2009,
lowered the Corporate Family Rating of Hexion Specialty Chemicals,
Inc., to B3 from B2.  Moody's also lowered the rating on the
company's senior secured first lien revolving credit facility,
letter of credit facility and term loan to B1 from Ba3; its
secured second lien notes to Caa1 from B3; and its unsecured notes
and debentures to Caa2 from Caa1.  The Company's Speculative Grade
Liquidity Rating was lowered to SGL-3 from SGL-2.  The rating
outlook is negative.


HIGH FALLS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: High Falls Grading, Inc.
        95 Philadelphia Lane
        Jasper, GA 30143

Bankruptcy Case No.: 09-22171

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   New Life Tractors, LLC                          09-22172

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: M. Denise Dotson, Esq.
                  M. Denise Dotson, LLC
                  170 Mitchell St.
                  Atlanta, GA 30303
                  Tel: (404) 526-8869
                  Fax: (404) 526-8855
                  Email: ddotsonlaw@me.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
20 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/ganb09-22171.pdf

The petition was signed by Shane Godfrey, president of the
Company.


HOME RENOVATORS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Home Renovators & Builders
        PO BOX 17281
        Beverly Hills, CA 90209

Bankruptcy Case No.: 09-23085

Chapter 11 Petition Date: May 27, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Oren Tepper, Esq.
                  15720 Ventura Blvd Ste 400
                  Encino, CA 91436
                  Tel: (818) 724-9591

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
6 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/cacb09-23085.pdf

The petition was signed by Guillermo A. Montero, president of the
Company.


HOMEGOLD FINANCIAL: Former CFO Jailed for Role in Unit's Collapse
-----------------------------------------------------------------
David Dykes at GreenvilleOnline reports that Karen Miller, former
HomeGold Financial Inc. chief financial officer, has been
sentenced to 30 months in prison for her involvement in the
collapse of the Company's subsidiary, Carolina Investors, in 2003.

Ms. Miller was a key prosecution witness in trials that sent five
other executives of HomeGold Financial and Carolina Investors to
prison, GreenvilleOnline relates.  She pled guilty to conspiracy
and her attorney had asked for probation and community service,
the report states.

According to GreenvilleOnline, an estimated 8,000 investors lost
$278 million when Carolina Investors collapsed.

HomeGold Financial Inc. originated and sold residential mortgages
to homebuyers with credit problems.  HomeGold Financial and
HomeGold Inc. filed for Chapter 11 bankruptcy protection on
March 31, 2003 (Bankr. D. S.C. Case No. 03-03865).  William E.
Calloway, Esq., at Robinson, Barton, McCarthy, Calloway & Johnson,
P.A., represented the Debtors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

The filings came as a result of the inability of HomeGold
Financial to make repayments of its inter-company loan to
subsidiary Carolina Investors, Inc.  Investor interest in
maintaining investments in notes and debentures issued by Carolina
Investors, Inc., had declined significantly.  Because of these
factors, Carolina Investors, Inc., was unable to meet its payment
obligations to all of its note and debenture holders and had not
opened its offices for business since March 21, 2003.


HUNTSVILLE PARKWAY: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Huntsville Parkway Place Properties, Inc.
        507-A Drake Avenue
        Huntsville, AL 35801

Bankruptcy Case No.: 09-82120

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Michael E. Lee, Esq.
                  200 West Side Sq
                  Ste 803
                  Huntsville, AL 35801-4816
                  Tel: (256) 536-8213
                  Fax: (256) 536-8262
                  Email: mikeelee@bellsouth.net

Total Assets: $0

Total Debts: $10,023,000

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

           http://bankrupt.com/misc/alnb09-82120.pdf

The petition was signed by Mark Anderson, president of the
Company.


IPC SYSTEMS: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded IPC Systems, Inc.'s corporate
family rating to B3 from B2 and its probability of default rating
to Caa1 from B2.  The downgrades were based on the significantly
reduced revenue and cash flow levels generated by the company and
the expectations that it will likely be well into 2010 or later
that revenues and cash flow recover.  The downgrade also
incorporates the challenges the company will face in de-leveraging
and the likelihood that the company will have to address the
capital structure.  The ratings on first and second lien debt
facilities were also revised as highlighted below.  The ratings
outlook is negative.

IPC's trading system revenues have been particularly hard hit as
financial institutions worldwide dramatically cut back on new
trading floor implementations.  Network systems sales have held up
reasonably well but are also experiencing moderate cut backs as
financial institutions rationalize excess circuits.  The network
business is largely recurring in nature and critical to the
company's cash generating capabilities.  The company has
materially cut costs to reflect lower sales levels and is
benefiting from declines in interest rates and new hedging
programs.  At the same time, the company has indicated its
intention to maintain adequate investment in the business to
improve its market position but as a result free cash flow is
expected to be minimal and prospects for de-leveraging are several
years away.

The company's liquidity position continues to be adequate over the
near term with proceeds remaining from the Command Systems sale in
November 2008 and additional availability under the company's
revolver (which is subject to covenant limitations).

The B3 corporate family rating is largely driven by the company's
high leverage, minimal free cash flow and limited ability to de-
lever.  Although Moody's views positively IPC's leadership
position in the niche market of providing mission-critical, voice
trading products, systems and network services to the financial
services industry, the high debt levels leave little cushion for
further declines.  The Caa1 probability of default rating is
driven by the increased likelihood that the company will
eventually have to restructure the balance sheet.

The ratings outlook is negative reflecting the potential for
further deterioration in sales and cash flow levels over the next
year.  The company's liquidity position and lack of financial
covenants likely provides some time for the company to wait out
the downturn, but the cushion is minimal and the capital structure
will possibly need to be addressed.

These ratings were downgraded:

  -- Corporate family rating to B3 from B2;

  -- Probability-of-default rating to Caa1 from B2;

  -- $315 million second lien secured credit facility due 2015 --
     to Caa2 (LGD 5, 74%) from Caa1 (LGD 5, 89%)

These ratings were revised:

  -- $75 million secured revolving credit facility due 2013 -- to
     B1 (LGD 2, 21%) from B1 (LGD 3, 36%)

  -- $691 million (previously $840 million) first lien secured
     credit facility due 2014 -- to B1 (LGD 2, 21%) from B1 (LGD
     3, 36%)

  -- Outlook: negative

Moody's most recent communication on the company was November 6,
2008 when Moody's commented on the command systems divestiture.

IPC Systems, Inc., headquartered in Jersey City, New Jersey,
provides voice trading systems and private line telecommunication
network services to the financial services industry.


JEANNE RIZZOTTO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jeanne Rizzotto
        Po Box 21
        Roberts, MT 59070

Bankruptcy Case No.: 09-60965

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       U.S. Bankruptcy Court, District of Montana (Butte)

Debtor's Counsel: Jon R. Binney, Esq.
                  P.O. Box 2253
                  Missoula, MT 59806
                  Tel: (406) 541-8020
                  Email: jon@binneylaw.com

Total Assets: $3,242,244

Total Debts: $4,001,894

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/mtb09-60965.pdf

The petition was signed by Guillermo A. Montero, president of the
Company.


JOHN MCGILL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
John R. McGill has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern District of Florida.

Stan Bullard at Crain's Cleveland Business relates that a
$140 million debt made Mr. McGill file for bankruptcy.  Much of
that debt is comprised of personal guarantees by the Debtor for
bank loans on shopping center developments in seven states account
for much of the debt, Crain's states.  Court documents note that
Mr. McGill also owes:

     -- National City Bank some $59 million, primarily from real
        estate ventures and a $600,000 guaranty for a loan for the
        now-inactive McGill Motorsports racing team;

     -- U.S. Bank about $43 million; and

     -- a $1.2 million payment that Mr. McGill must make to the
        state of Ohio after the Cuyahoga County Common Pleas Court
        ruled against the Debtor in environmental clean-up
        disputes at City View Center in Garfield Heights.

Court documents say that the debts are described as contingent and
disputed.  Mr. McGill listed $18 million in assets in papers it
filed with the Court.  Crain's relates that among those listed in
the filings are the Amherst and Bainbridge shopping centers.
Crain's states that Mr. McGill asked the Court to exempt a
$5.5 million home in Palm Beach Gardens, Florida, from the
bankruptcy.

John R. McGill is a Northeast Ohio shopping center developer.  He
owns Jupiter, Florida-based McGill Property Group.


KARAWIA INDUSTRIES: Wants Levene Neale as Bankruptcy Counsel
-------------------------------------------------------------
Karawia Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Levene, Neale, Bender, Rankin & Brill L.L.P.
as their counsel.

As bankruptcy counsel, Levene Neale will:

   -- advise the Debtors with regard to certain rights and
      remedies of their bankruptcy rights, claims and interests of
      creditors;

   -- represent the Debtors in any proceeding or hearing in the
      Court involving their estates unless the Debtors are
      represented in the proceeding or hearing by other special
      counsel; and

   -- conduct examinations of witnesses, claimants or adverse
      parties and represent the Debtors in any adversary
      proceeding except to the extent any adversary proceeding is
      in an area outside of Levene Neale's expertise or which is
      beyond the firm's staffing capabilities.

Ron Bender, Esq., a partner at Levene Neale, tells the Court that
he, together with Beth Young, Esq. and Tania Moyron, Esq. will
have the primary responsibility in Karawia's Chapter 11 cases.

Levene Neale bills for the services of its professionals at these
hourly rates:

       David W. Levene                          $575
       Martin J. Brill                          $575
       David L. Neale                           $575
       Ron Bender                               $575
       Craig M. Rankin                          $575
       Daniel H. Reiss                          $525
       Monica Y. Kim                            $525
       David B. Golubchik                       $525
       Beth Ann R. Young                        $525
       Jacqueline L. Rodriguez                  $475
       Juliet Y. Oh                             $475
       Michelle S. Grimberg                     $425
       Todd M. Arnold                           $425
       Anthony A. Friedman                      $395
       Tania M. Moyron                          $325
       Holly Roark                              $325
       Krikor J. Meshefejian                    $295
       Paraprofessionals                        $195

Pre-bankruptcy, Levene Neale received a $100,000 retainer from the
Debtors for legal services.  The firm asserts that it has received
any lien or other interest in property of the Debtors or of a
third party to secure payment of its fees or expenses.

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

Mr. Bender can be reached at:

     Levene, Neale, Bender, Rankin & Brill L.L.P.
     10250 Constellation Blvd. Ste. 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234

                  About Karawia Industries, Inc.

Torrance, California-based Karawia Industries, Inc., and its
affiliates filed for Chapter 11 on April 27, 2009 (Bankr. C. D.
Calif. Lead Case No. 09-19846).  Ron Bender, Esq., represents the
Debtors in their restructuring efforts.  Karawia has assets and
debts both ranging from $10 million to $50 million.


KAY FURNITURE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kay Furniture Co., Inc.
        POB 1626
        West Memphis, AR 72303

Bankruptcy Case No.: 09-25611

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  One Commerce Square
                  Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  Email: jscharff@harrisshelton.com

Estimated Assets: $0 to $50,000

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/tnwb09-25611.pdf

The petition was signed by Steve Kaplan, president of the Company.


LEVI STRAUSS: Anchor Agreement Won't Affect Moody's 'B1' Rating
---------------------------------------------------------------
Moody's Investors Service said Levi Strauss & Co. Inc.
announcement that it has entered into an Asset Purchase Agreement
with Anchor Blue Retail Group has no immediate impact on LS&Co's
B1 Corporate Family Rating or the positive rating outlook.

The last rating action on LS&Co was on April 27, 2009, when the
company's B1 Corporate Family Rating and positive outlook were
affirmed.

San Francisco, California based Levi Strauss & Co. markets apparel
products in more than 110 countries primarily under the "Levi's",
"Dockers" and "Signature by Levi Strauss" brands.  The Company had
global net revenues of approximately $4.3 billion for the LTM
period ending March 1, 2009.


M. PARRISH PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: M. Parrish Properties, Inc.
           dba Pegasus Ranch
        3195 Locust Blvd.
        Bullhead City, AZ 86429

Bankruptcy Case No.: 09-18660

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

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: $6,013,432

Total Debts: $6,608,649

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/nvb09-18660.pdf

The petition was signed by Karl Schott, president of the Company.


MARK N. HEAD: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mark N. Head
        1710 Abercromby Court
        Unit 1710L
        Reston, VA 20190

Bankruptcy Case No.: 09-14135

Chapter 11 Petition Date: May 26, 2009

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

Debtor's Counsel: Michael Lawrence Eisner, Esq.
                  Oh & Eisner, PLLC
                  8484 Westpark Dr. Suite 640
                  McLean, VA 22102
                  Tel: (703) 821-9425
                  Email: Michael.Eisner1@gmail.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. Head's petition, including a list of his
21 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-14135.pdf

The petition was signed by Mr. Head.


MARSICO PARENT: Sharp Drop in AUM Cues S&P to Junk Credit Rating
----------------------------------------------------------------
Standard & Poor's lowered its counterparty credit rating on
Marsico Parent Co. LLC to 'CCC+' from 'B-' and at the same time
lowered the company's senior secured bank term loan rating to
'CCC+' from 'B' and its $600 million subordinated notes due 2016
to 'CCC-' from 'CCC'.  The recovery rating on the senior secured
issuance has been revised to '4' from '2'.  The outlook is
negative.

"The ratings actions are prompted by the sharp drop in the
company's AUM, which has adversely affected Marsico's financial
capacity to service its heavy debt burden.  AUM fell to
$46.6 billion as of March 31, 2009, from its peak of
$106.0 billion at the time of the initial rating in November 2007.
Most of the drop in AUM occurred during the past eight to nine
months when the global equity markets went into a free fall and
the company suffered from net redemptions.  Among rated asset
managers, Marsico is particularly vulnerable to declining stock
prices because it is exclusively a growth equity shop," said
Standard & Poor's credit analyst Charles Rauch.

Marsico's heavy debt load comes from financing a $2.55 billion
management buyout in December 2007 with $2.5 billion of debt and
hybrid capital instruments and $150 million of common equity.
This transaction also generated about $2.5 billion in goodwill and
amortizing intangible assets, resulting in negative book equity.

"The negative outlook incorporates S&P's base case scenario that
Marisco's average AUM will grow in 2009, but not enough for it to
significantly pay down the $1.1 billion term loan due 2014 or
materially improve its credit metrics.  If AUM were to stay at
current depressed levels, S&P believes Marsico's ability to
service its debt would be severely impaired and S&P could lower
the ratings further," Mr. Rauch added.


MEDIACOM BROADBAND: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Ratings for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.
Approximately $3.4 billion of debt as of March 31, 2009, is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

Overall Fitch's ratings for Mediacom reflect the company's high
leverage relative to its peer group.  While acknowledging the
positive operational momentum experienced during the second half
of 2008 and the beginning of 2009, MCCC's service penetration
levels and average revenue per user profile continue to trail
industry leaders as well as comparable rural-oriented cable
operators.

Fitch anticipates that MCCC's credit profile will strengthen
within the current ratings category during the course of 2009 as
modest EBITDA growth coupled with reduced capital expenditures is
expected to yield positive free cash flow (defined as cash flow
from operations less capital expenditures) during 2009.  Fitch
believes that MCCC will use the free cash flow generated during
2009 to partially retire approximately $93 million of scheduled
amortization from MCCC's subsidiary credit facilities during the
remainder of 2009, resulting in moderate de-leveraging of the
company's balance sheet.  Total debt outstanding as of March 31,
2009, increased $84 million relative to year-end 2008, to
$3.4 billion.  The incremental debt was used in part to fund the
stock repurchase from affiliates of Morris Communications Company,
LLC, increasing leverage nominally on an latest 12-month basis to
6.52 times (x) from 6.48x as of year-end 2008.  By year-end 2009
Fitch expects that MCCC's leverage metric will improve to 6.2x.

The ratings incorporate the strong competitive threat posed by the
direct broadcast satellite operators and the limited fiber-to-the-
node build by Qwest Communications International, Inc.  Fitch
believes one of the keys to Mediacom maintaining its relative
competitive position will be its ability to efficiently manage the
bandwidth of its cable plant to maximize the amount of high-
definition programming the company can provide to its subscriber
base.  Mediacom's service territory, which focuses on suburban and
rural markets, provides a buffer to the facilities-based video
competition from AT&T and Verizon as these operators have
concentrated their respective video deployments on larger
metropolitan areas.  Mediacom has a 30% overlap with Qwest,
primarily in Iowa, which is Mediacom's largest market.

Mediacom's ratings are supported by a stable liquidity position.
The key to Mediacom's stable liquidity position is the available
borrowing capacity from its subsidiary credit facilities, which in
aggregate totaled approximately $629.2 million as of March 31,
2009.  The remaining borrowing capacity from the revolvers
combined with anticipated free cash flow generation should, in
Fitch's opinion, provide sufficient flexibility to meet Mediacom's
liquidity requirements during the ratings horizon, including
approximately $185 million of credit facility amortization
scheduled during the remainder of 2009 and 2010.  Fitch notes that
approximately $70 million of the company's available borrowing
capacity from its revolver will expire on March 31, 2010, and the
remaining capacity is set to expire during 2011 and 2012.

The 'RR1' Recovery Rating assigned to Mediacom LLC and Mediacom
Broadband LLC's subsidiary senior secured credit facilities
indicates superior recovery prospects, which are based on the
asset coverage of these loans.  The 'RR5' assigned to the senior
unsecured debt issued by Mediacom Broadband and Mediacom LLC
reflect the diminished recovery prospects of bondholders at this
level of the capital structure, driven by the large amount of
senior secured debt ahead of these bonds in the capital structure.

The Stable Outlook incorporates Fitch's expectation that
Mediacom's credit profile will continue to improve during 2009
driven by relatively steady operating metrics.  Fitch anticipates
that the current economic conditions and competitive operating
environment will translate into slower revenue generating unit
growth for Mediacom during 2009, likely resulting in a moderation
of the company's revenue and EBITDA growth rates as compared to
2008.  However, from Fitch's perspective there is sufficient
tolerance within Mediacom's current ratings to withstand a slower
growth profile.  The Stable Outlook also reflects the absence of
an aggressive share repurchase policy which would take
management's focus off of de-leveraging Mediacom's balance sheet.

Fitch has affirmed these ratings with a Stable Outlook:

Mediacom Communications Corporation

  -- IDR at 'B'.

Mediacom Broadband LLC

  -- IDR at 'B';
  -- Senior Unsecured Debt at 'B-/RR5'.

Mediacom LLC

  -- IDR at 'B'.
  -- Senior Unsecured Debt at 'B-/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- IDR at 'B'
  -- Senior secured at'BB/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- IDR at 'B'
  -- Senior secured at 'BB/RR1'.


MEDIACOM COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Ratings for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.
Approximately $3.4 billion of debt as of March 31, 2009, is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

Overall Fitch's ratings for Mediacom reflect the company's high
leverage relative to its peer group.  While acknowledging the
positive operational momentum experienced during the second half
of 2008 and the beginning of 2009, MCCC's service penetration
levels and average revenue per user profile continue to trail
industry leaders as well as comparable rural-oriented cable
operators.

Fitch anticipates that MCCC's credit profile will strengthen
within the current ratings category during the course of 2009 as
modest EBITDA growth coupled with reduced capital expenditures is
expected to yield positive free cash flow (defined as cash flow
from operations less capital expenditures) during 2009.  Fitch
believes that MCCC will use the free cash flow generated during
2009 to partially retire approximately $93 million of scheduled
amortization from MCCC's subsidiary credit facilities during the
remainder of 2009, resulting in moderate de-leveraging of the
company's balance sheet.  Total debt outstanding as of March 31,
2009, increased $84 million relative to year-end 2008, to
$3.4 billion.  The incremental debt was used in part to fund the
stock repurchase from affiliates of Morris Communications Company,
LLC, increasing leverage nominally on an latest 12-month basis to
6.52 times (x) from 6.48x as of year-end 2008.  By year-end 2009
Fitch expects that MCCC's leverage metric will improve to 6.2x.

The ratings incorporate the strong competitive threat posed by the
direct broadcast satellite operators and the limited fiber-to-the-
node build by Qwest Communications International, Inc.  Fitch
believes one of the keys to Mediacom maintaining its relative
competitive position will be its ability to efficiently manage the
bandwidth of its cable plant to maximize the amount of high-
definition programming the company can provide to its subscriber
base.  Mediacom's service territory, which focuses on suburban and
rural markets, provides a buffer to the facilities-based video
competition from AT&T and Verizon as these operators have
concentrated their respective video deployments on larger
metropolitan areas.  Mediacom has a 30% overlap with Qwest,
primarily in Iowa, which is Mediacom's largest market.

Mediacom's ratings are supported by a stable liquidity position.
The key to Mediacom's stable liquidity position is the available
borrowing capacity from its subsidiary credit facilities, which in
aggregate totaled approximately $629.2 million as of March 31,
2009.  The remaining borrowing capacity from the revolvers
combined with anticipated free cash flow generation should, in
Fitch's opinion, provide sufficient flexibility to meet Mediacom's
liquidity requirements during the ratings horizon, including
approximately $185 million of credit facility amortization
scheduled during the remainder of 2009 and 2010.  Fitch notes that
approximately $70 million of the company's available borrowing
capacity from its revolver will expire on March 31, 2010, and the
remaining capacity is set to expire during 2011 and 2012.

The 'RR1' Recovery Rating assigned to Mediacom LLC and Mediacom
Broadband LLC's subsidiary senior secured credit facilities
indicates superior recovery prospects, which are based on the
asset coverage of these loans.  The 'RR5' assigned to the senior
unsecured debt issued by Mediacom Broadband and Mediacom LLC
reflect the diminished recovery prospects of bondholders at this
level of the capital structure, driven by the large amount of
senior secured debt ahead of these bonds in the capital structure.

The Stable Outlook incorporates Fitch's expectation that
Mediacom's credit profile will continue to improve during 2009
driven by relatively steady operating metrics.  Fitch anticipates
that the current economic conditions and competitive operating
environment will translate into slower revenue generating unit
growth for Mediacom during 2009, likely resulting in a moderation
of the company's revenue and EBITDA growth rates as compared to
2008.  However, from Fitch's perspective there is sufficient
tolerance within Mediacom's current ratings to withstand a slower
growth profile.  The Stable Outlook also reflects the absence of
an aggressive share repurchase policy which would take
management's focus off of de-leveraging Mediacom's balance sheet.

Fitch has affirmed these ratings with a Stable Outlook:

Mediacom Communications Corporation

  -- IDR at 'B'.

Mediacom Broadband LLC

  -- IDR at 'B';
  -- Senior Unsecured Debt at 'B-/RR5'.

Mediacom LLC

  -- IDR at 'B'.
  -- Senior Unsecured Debt at 'B-/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- IDR at 'B'
  -- Senior secured at'BB/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- IDR at 'B'
  -- Senior secured at 'BB/RR1'.


MEDIACOM LLC: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Ratings for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.
Approximately $3.4 billion of debt as of March 31, 2009, is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

Overall Fitch's ratings for Mediacom reflect the company's high
leverage relative to its peer group.  While acknowledging the
positive operational momentum experienced during the second half
of 2008 and the beginning of 2009, MCCC's service penetration
levels and average revenue per user profile continue to trail
industry leaders as well as comparable rural-oriented cable
operators.

Fitch anticipates that MCCC's credit profile will strengthen
within the current ratings category during the course of 2009 as
modest EBITDA growth coupled with reduced capital expenditures is
expected to yield positive free cash flow (defined as cash flow
from operations less capital expenditures) during 2009.  Fitch
believes that MCCC will use the free cash flow generated during
2009 to partially retire approximately $93 million of scheduled
amortization from MCCC's subsidiary credit facilities during the
remainder of 2009, resulting in moderate de-leveraging of the
company's balance sheet.  Total debt outstanding as of March 31,
2009, increased $84 million relative to year-end 2008, to
$3.4 billion.  The incremental debt was used in part to fund the
stock repurchase from affiliates of Morris Communications Company,
LLC, increasing leverage nominally on an latest 12-month basis to
6.52 times (x) from 6.48x as of year-end 2008.  By year-end 2009
Fitch expects that MCCC's leverage metric will improve to 6.2x.

The ratings incorporate the strong competitive threat posed by the
direct broadcast satellite operators and the limited fiber-to-the-
node build by Qwest Communications International, Inc.  Fitch
believes one of the keys to Mediacom maintaining its relative
competitive position will be its ability to efficiently manage the
bandwidth of its cable plant to maximize the amount of high-
definition programming the company can provide to its subscriber
base.  Mediacom's service territory, which focuses on suburban and
rural markets, provides a buffer to the facilities-based video
competition from AT&T and Verizon as these operators have
concentrated their respective video deployments on larger
metropolitan areas.  Mediacom has a 30% overlap with Qwest,
primarily in Iowa, which is Mediacom's largest market.

Mediacom's ratings are supported by a stable liquidity position.
The key to Mediacom's stable liquidity position is the available
borrowing capacity from its subsidiary credit facilities, which in
aggregate totaled approximately $629.2 million as of March 31,
2009.  The remaining borrowing capacity from the revolvers
combined with anticipated free cash flow generation should, in
Fitch's opinion, provide sufficient flexibility to meet Mediacom's
liquidity requirements during the ratings horizon, including
approximately $185 million of credit facility amortization
scheduled during the remainder of 2009 and 2010.  Fitch notes that
approximately $70 million of the company's available borrowing
capacity from its revolver will expire on March 31, 2010, and the
remaining capacity is set to expire during 2011 and 2012.

The 'RR1' Recovery Rating assigned to Mediacom LLC and Mediacom
Broadband LLC's subsidiary senior secured credit facilities
indicates superior recovery prospects, which are based on the
asset coverage of these loans.  The 'RR5' assigned to the senior
unsecured debt issued by Mediacom Broadband and Mediacom LLC
reflect the diminished recovery prospects of bondholders at this
level of the capital structure, driven by the large amount of
senior secured debt ahead of these bonds in the capital structure.

The Stable Outlook incorporates Fitch's expectation that
Mediacom's credit profile will continue to improve during 2009
driven by relatively steady operating metrics.  Fitch anticipates
that the current economic conditions and competitive operating
environment will translate into slower revenue generating unit
growth for Mediacom during 2009, likely resulting in a moderation
of the company's revenue and EBITDA growth rates as compared to
2008.  However, from Fitch's perspective there is sufficient
tolerance within Mediacom's current ratings to withstand a slower
growth profile.  The Stable Outlook also reflects the absence of
an aggressive share repurchase policy which would take
management's focus off of de-leveraging Mediacom's balance sheet.

Fitch has affirmed these ratings with a Stable Outlook:

Mediacom Communications Corporation

  -- IDR at 'B'.

Mediacom Broadband LLC

  -- IDR at 'B';
  -- Senior Unsecured Debt at 'B-/RR5'.

Mediacom LLC

  -- IDR at 'B'.
  -- Senior Unsecured Debt at 'B-/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- IDR at 'B'
  -- Senior secured at'BB/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- IDR at 'B'
  -- Senior secured at 'BB/RR1'.


MERUELO MADDUX: Chapter 11 Case Reassigned to Judge Mund
--------------------------------------------------------
The Hon. Kathleen Thompson of the U.S. Bankruptcy Court for the
Central District of California transferred the Chapter 11 cases of
Meruelo Maddux Properties Inc. and its debtor-affiliates to the
Hon. Geraldine Mund due to extenuating circumstances.

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Official Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent Committee.  The Debtors' financial condition
as of December 31, 2008, showed estimated assets of $681,769,000
and estimated debts of $342,022,000.


METALDYNE CORP: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Metaldyne Corporation and its U.S. subsidiaries have filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York, to address liquidity needs and
facilitate a restructuring.  The filing does not include the
Company's non-U.S. entities or operations.  Asahi Tec Corporation,
Metaldyne's parent company, is not part of the Chapter 11 filing.
In connection with its Chapter 11 filing, Metaldyne has entered
into two non-binding Letters of Intent to sell a majority of its
assets as going concerns under a court-supervised sale process
under the U.S. Bankruptcy Code.

RHJ International and The Carlyle Group, two well-respected
private equity firms, have separately submitted letters of intent
to purchase different portions of Metaldyne assets.  RHJI has a
majority stake in Asahi Tec, Metaldyne's parent company.
Metaldyne believes that the decision of RHJI and Carlyle to step
in and submit bids for the majority of the company's assets is a
vote of confidence in its business and its employees.

Metaldyne has been advised that Asahi Tec will now focus on its
Japanese businesses and will no longer continue its economic
support for Metaldyne.  "We are grateful for the support Asahi Tec
has provided since it purchased Metaldyne in 2007,  particularly
in connection with how Asahi Tec helped us to eliminate
approximately $400 million of debt from our balance sheet,"  said
Thomas A. Amato, Metaldyne chairman, president and CEO.

Metaldyne was highly leveraged before being acquired by Asahi Tec.
Since the acquisition, Asahi Tec has contributed to the
significant deleveraging of Metaldyne, from its original debt of
just under $1 billion to long-term debt of less than $600 million.
"Unfortunately, despite this significant debt reduction, the
impact from the macroeconomic environment of declining industry
volumes, a tight credit market and the uncertainty in the
marketplace were simply too large to overcome without a broader
in-court restructuring," Mr. Amato said.

Under terms of the RHJI LOI, RHJI has proposed a purchase of
certain North American and European assets of Metaldyne's Sintered
Products, Vibration Control Products and Powertrain Products
business units, as well as the European Forging Products business
unit.  The RHJI transaction provides consideration consisting of
up to $25 million in cash; the issuance of a new $50 million term
note by the newly formed entity; the rollover of an existing
demand note of approximately $20 million owed by Metaldyne's
German subsidiary to RHJI and the assumption of certain
intercompany obligations relating to that note, and the assumption
of certain other liabilities.  In addition, RHJI has agreed to
inject additional cash into the newly formed entity that will
acquire the Metaldyne assets to help ensure that it can meet its
short-term liquidity needs.

Under the terms of its LOI, Carlyle has proposed a purchase of
certain of Metaldyne's Chassis business assets in the United
States, Mexico and Spain.  Under the bankruptcy sale process, the
proposed transactions are subject to execution of definitive
purchase agreements, court approval and other customary
conditions.  Interested parties will have an opportunity to submit
higher and better offers for Metaldyne's assets.  Metaldyne is
seeking other potential buyers for assets not included in the LOIs
and will continue to work with its customers on other
alternatives.

"Selling operations on a going concern basis is the best way to
preserve as many jobs as possible, best serve our customers and
will allow certain of our operations to emerge from bankruptcy in
a matter of months," said Mr. Amato.  "The operations we are
selling have strong product portfolios, advanced technologies and
continue to perform well operationally."

The decision to file under Chapter 11 came despite extensive
restructuring initiatives implemented by Metaldyne over the last
17 months, including significant cost reductions with an
annualized value of $100 million and the completion of a bond
tender offer which contributed to the de-leveraging of Metaldyne.
To fund its continuing operations during the restructuring,
Metaldyne has secured an $18.5 million debtor-in-possession (DIP)
financing facility that will be provided by Deutsche Bank AG, New
York, and funded through economic participations purchased
by certain of Metaldyne's customers.  The lenders under
Metaldyne's existing revolving credit facility have consented to
the DIP facility.  Subject to court approval, the DIP credit
facility will be used for the company's normal working capital
requirements, including employee wages and benefits, supplier,
utility and lease payments, and other operating expenses during
the reorganization process.

Metaldyne's restructuring counsel is Jones Day. Its restructuring
advisor is Lazard Freres and its financial advisor is
AlixPartners.  Metaldyne is also represented by Foley & Lardner as
conflicts counsel.  Court documents and other information on
Metaldyne's Chapter 11 case is available at:

                 http://www.metaldynerestructuring.com.

                          About Metaldyne

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japanbased chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a leading global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

Metaldyne had revenues in 2008 of approximately $1.57 billion.
Metaldyne employs more than 4,400 employees at 33 facilities in 14
countries.


METALDYNE CORPORATION: Case Summary & 50 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Metaldyne Corporation
        aka MascoTech, Inc.
        aka MascoTech Harbor, Inc.
        aka Riverside Acquisition Corporation
        aka Metaldyne Subsidiary Inc.
        47603 Halyard Drive
        Plymouth, MI 48170

Bankruptcy Case No.: 09-13412

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
MD Products Corporation                            09-13411
Metaldyne Engine Co., LLC                          09-13413
Metaldyne Co., LLC                                 09-13414
Metaldyne Lester Precision Die Casting, Inc.       09-13415
Metaldyne Sintered Components LLC                  09-13416
Metaldyne Tubular Products, Inc.                   09-13417
Metaldyne DuPage Die Casting Corporation           09-13418
Metaldyne Machining and Assembly Company, Inc.     09-13419
Metaldyne Light Metals Company, Inc.               09-13420
Metaldyne Sintered Components St. Mary's, Inc.     09-13421
NC-M Chassis Systems LLC                           09-13422
Punchcraft Company                                 09-13423
Windfall Specialty Powders, Inc.                   09-13424
Metaldyne Asia, Inc.                               09-13425
Metaldyne Driveline Co.                            09-13426
Metaldyne Europe, Inc.                             09-13427
Metaldyne Precision Forming - Fort Wayne, Inc.     09-13428
Metaldyne Services, Inc.                           09-13429
Metaldyne Sintered Components of Indiana           09-13430
Metaldyne US Holdings Co.                          09-13431
ER Acquisition Corporation                         09-13432
GMTI Holding Company                               09-13433
Halyard Aviation Services, Inc.                    09-13434
Masco Tech Saturn Holdings, Inc.                   09-13435
MASG Disposition, Inc.                             09-13436
MASX Energy Service Group, Inc.                    09-13437
Precision Headed Products, Inc.                    09-13438
Stahl International, Inc.                          09-13439
WC McCurdy Co.                                     09-13440
Metaldyne Intermediate Holdco, Inc.                09-13441

Related Information: Metaldyne Corporation, a wholly-owned
                     subsidiary of Metaldyne Holdings LLC and
                     direct or indirect parent of MD Products
                     Corp., makes and sells automobile parts
                     to the light vehicle industries.  The company
                     operate through two business units -- the
                     powertrain and chassis segments.

                     On Jan. 11,2007, in connection with a
                     plan of merger, Asahi Tee Corporation in
                     Japan acquired the shares of Metaldyne.  On
                     the same date, Asahi Tee contributed those
                     shares to Metaldyne Holdings, and Asahi Tee
                     thereby became the indirect parent of
                     Metaldyne and its other units.  RHJ
                     International S.A. of Belgium now holds
                     approximately 60.1% of the outstanding
                     capital stock of Asahi Tec.

                     The company own 23 different properties,
                     including 14 domestic manufacturing
                     facilities in six states, and more than 10
                     manufacturing facilities North America,
                     Europe, South America and Asia.

                     For the fiscal year ended March 29,2009, the
                     company recorded annual revenue of
                     approximately $1.32 billion.  As of March
                     29, 2009, utilizing book values, the company
                     had assets of approximately $977 million and
                     liabilities of $927 million.

                     See http://www.metaldyne.com/

Chapter 11 Petition Date: May 27, 2009

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Richard H. Engman, Esq.
                  Jones Day
                  222 East 41st Street
                  New York, New York 10017
                  Tel: (212) 326-7839
                  Fax: (212) 755-7306

Conflicts Counsel: Judy A. O'Neill, Esq.
                   joneill@foley.com
                   Foley & Lardner LLP
                   500 Woodward Ave., Suite 2700
                   Detroit, MI  48226
                   Tel: (313) 234-7113
                   Fax: (313) 234-2800

Financial Advisor: Lazard Freres & Co. LLC
                   30 Rockfeller Plaza
                   New York, NY 10020
                   Tel: (212) 623-6000
                   http://www.lazard.com/

                   AlixPartners LLP
                   9 West 57th Street, Suite 3420
                   New York, New York 10019
                   Tel: (212) 490-2500
                   Fax: (212) 490-1344
                   http://www.alixpartners.com/

Claims Agent: BMC Group Inc.
              875 Third Avenue, 5th Floor
              New York, NY 10022
              Tel: (212) 310-5900
              Fax: (212) 644-4552
              http://www.bmcgroup.com/

Estimated Assets: $500 million to $100 million

Estimated Debts: $500 million to $100 million

Metaldyne Corporation's 50 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of New York Trust         Unsecured Bond    $29,316,000
Company                        Debt
2 N. LaSalle Street
Suite 1020
Chicago, IL 60602
Roxane Ellwanger
Tel: (312) 827-8574
Fax: (312) 827-8542

Chrysler Motors LLC            Notes             $27,500,000
800 Chrysler Drive
Auburn Hills, MI 48326
Sigmund Huber
Kim R. Kolb
Tel: (248) 944-2210
Fax: (248) 512-1771
James A. Plemmons
Dickinson Wright PLLC
500 Woodward Ave., Ste. 4000
Detroit, MI 48226
Tel: (313) 223-3106
Fax: (313) 223-3598

Ford Motor Company             Notes             $22,750,000
One America Road
World Headquarters, Ste. 416
Dearborn, MI 48126
Daniella Saltz, Esq.
Fax: (313) 322-3804
William R. Strong
Fax: (313) 360-6654
Timothy A. Fusco
Jonathan S. Green
Miller Canfield Paddock and Stone, PLC
150 W Jefferson Street, Suite 2500
Detroit, MI 48226
Tel: (313) 963-6420
Fax: (313) 496-7500

General Motors Corporation     Notes             $9,750,000
30009 Van Dyke Road
PO Box 9025
Warren, MI 48090
Mark W. Fischer
Tel: (586) 575-1727
Fax: (586) 575-3404
Robert B. Weiss
Honigman Miller Schwartz and Cohn LLP
2290 First National Building
660 Woodward Ave.
Detroit, MI 48226
Tel: (313) 465-7596
Fax: (313) 465-7597

General Aluminum              Trade Debt         $3,470,736
Manufacturing
6065 Parkland Blvd
Cleveland, OH 44124
Shawn McNamara
Tel: (440) 947-2004
Fax: (440) 947-2005

Citation Corporation          Trade Debt         $2,399,598
27275 Haggerty Road, Ste. 420
Novi, MI 48377
Mike O'Brien
Vice President, Sales
Tel: (248) 522-4519
Fax: (248) 522-4577

SKF                           Trade Debt         $2,284,933
46815 Port Street
Plymouth, MI 48170
Gregg Rasmussen
Tel: (734) 414-6848
Fax: (734) 414-6848

Hoeganaes Corporation         Trade Debt         $1,719,552
100 Taylor Lane
Cinnaminson, NJ 08077
Tim Hale
Tel: (856) 829-2220
Fax: (856) 786-2574

Dana Corp. Axle,              Trade Debt         $1,611,318
Components Plant
10000 Business Blvd.
Dry Ridge, KY 41035
Gary Baugh
Tel: (419) 887-3565

Bank of New York Trust        Unsecured Bond     $1,488,000
Company                       Debt
2 N. LaSalle St., Ste. 1020
Chicago, IL 60602
Roxane Ellwanger
Tel: (312) 827-8574
Fax: (312) 827-8542

Gerdau MAC Steel              Trade Debt         $1,375,280
1 Jackson Square
Suite 500
Jackson, MI 49201
Stefan J Prociv
Director-Credit
Tel: (517) 782-0415
Fax: (517) 782-9134

QMP-America Inc.              Trade Debt         $1,248,720
P.O. Box 570
Sorel QU J3P5P7, Canada
Joly Genevieve
Phone: (734) 953-0077
Fax: (450) 746-5084

CTC Casting Technologies      Trade Debt         $999,939
37685 Interchange Drive
Farmington Hills, MI 48335
Brad Peterson
Tel: (248) 477-1045
Fax: (248) 477-4891

NTN Bearing Corporation of    Trade Debt         $943,950
America
39255 West 12 Mile Rd.,
Farmington Hills, MI 48331
Chris Meissnest
Tel: (248) 324-4574
Fax: (248) 324-1103

Borg Warner Automotive        Trade Debt         $923,492
800 Warren Road
Ithaca, NY 14850
Tel: (607) 266-5186

Kodaco Co., LTD               Trade Debt         $915,369
157B/6L, 728-4,
Kojan-Dong,
Nam dong-ku
Inchon South Korea 405-300
Eddie Foster
The Caryl Company
410 Price Street
Water Valley, MS 38965
Tel: 662-473-4290
Fax: 662-473-4289

Microflex Inc.                 Trade Debt        $878,861
1800 US 1 North
P.O. Box 730068
Ormond Beach, FL 32173
John Atanasoski
Tel: (386) 677-8100
Fax: (386) 672-7623

Metal Technologies             Trade Debt        $855,407
1401 South Grandstaff Dr.
Auburn, Indiana 46706
Matt Fetter
President
Tel: (260) 920-2116
Fax: (260) 920-2149

PMT Industries                 Trade Debt        $844,180
2105 Schmiede Street
Sugoinsville, TN 37873
Timothy W. Knisley
Chief Financial Officer
Tel: (423) 345-1010
Fax: (423) 345-4507

American Axle &                Trade Debt        $832,595
Manufacturing, Inc.
One Dauch Drive
Detroit, MI 48211
John Nyquist
Sales Director
Tel: (313) 758-4602
Fax: (313) 758-5292

Shiloh Industries Inc.         Trade Debt        $795,811
7295 Haggerty Road
Canton, MI 48187
James F. Keys
Phone: (734) 354-3116
Fax: (734) 416-0290
Thomas M. Dugan
Treasurer
Tel: (330) 558-2693
Fax: (330) 558-2670

DSSI, LLC                      Trade Debt        $709,417
26261 Evergreen Road
Suite 250
Southfield, MI 48076
Dennis Buckley
Tel: (248) 208-8324
Fax: (248) 208-9095

Trelleborg Automotive Inc.     Trade Debt        $706,602
180 Dawson Street
Sandusky, MI 48471
Deb Carter
Phone: (269) 639-4227
Fax: (269) 637-8315
Joe Gervais
Vice President Finance
Fax: (269) 637-8315

Diversified Machine Inc.       Trade Debt        $687,064
28059 Center Oaks Court
Wixom, MI 48393
Robert Rund
Tel: (248) 277-4372
Fax: (248) 277-4399

Contech U.S., LLC              Trade Debt        $669,716
5 Arnolt Drive, Box 710
Pierceton, IN 46562
April Clapper
Tel: (269) 384-1269
Fax: (269) 327-9993

Waupaca Foundry                Trade Debt        $629,112
1955 Brunner Dr.
Waupaca, WI 54981
Kris Pfaehler
Tel: (715) 258-6602
Fax: (715) 258-1712

North American Hoganas         Trade Debt        $628,453
101 Bridge Street
Johnstown, PA 15902
Dean Howard
Tel: (814) 781-8618 Ext.1
Fax: (814) 479-2003

Production Services Mgt.       Trade Debt        $590,667
1255 Beach Court
Saline, MI 48176
Scott Burk
Tel: (734) 677-0454
Fax: (734) 527-6156

FormTech Industries            Trade Debt        $570,102
2727 W. Fourteen Mile Rd
Royal Oak, MI 48073
Peter Byrne
Senior V.P. Sales & Marketing
Tel: (248) 597-7344
Fax: (248) 597-7384

Dong Hwa Tech Co. Ltd          Trade Debt        $555,055
3Ra-117
SiHwa Ind Complex
1271-7 Jungwang-Dong
Sihung-SI Gyeongggi-DO
Jeon Je Yoon
President
Tel: (011) 23 84 889-6014
Fax: (011) 82 31 488-9605

Research Corporation            Trade Debt       $548,136

Jinyoung Industrial Co Ltd.     Trade Debt       $546,930

Superior Controls, Inc.         Trade Debt       $542,484

Acument Global Technology       Trade Debt       $519,417

Full Service Supply Inc.        Trade Debt       $513,346

Federal Mogul                   Trade Debt       $499,734

MPI                             Trade Debt       $456,655

Big Rapids Products, Inc.       Trade Debt       $438,537

Ellwood Texas Forge Navasota    Trade Debt       $437,599

Cincinnati Gearing Systems      Trade Debt       $427,616

Hebei Metals                    Trade Debt       $426,335

Aleris International, Inc.      Trade Debt       $425,880

Hitachi Metals America Ltd      Trade Debt       $392,236

Grede Foundries, Inc.           Trade Debt       $362,098

Mirae Metal Tech Co.            Trade Debt       $348,784

FREMAR Ind.                     Trade Debt       $327,800

Hastech Manufacturing           Trade Debt       $321,574

Transform Automotive            Trade Debt       $289,244

Freudenberg - NOK               Trade Debt       $286,621

Brembo SpA                      Trade Debt       $277,695

The petition was signed by David L. McKee, secretary.


MILFORD CONNECTICUT: Case Converted to Chapter 7 Liquidation
------------------------------------------------------------
WestLaw reports that the failure of a Chapter 11 debtor-limited
partnership -- Milford Connecticut Associates, L.P. -- to
expeditiously administer the bankruptcy estate established cause
for the conversion of its case to one under Chapter 7.  In
addition to making late administrative filings, the debtor failed
to take advantage of a 30-month window to market or develop the
real property that was its only asset, and the length of time that
it would take to achieve a sale indicated that the debtor would be
unable to complete a successful reorganization within a reasonable
time.  The debtor's delay, moreover, made it unfair to put any
further risk of market volatility on its creditors.  The
Bankruptcy Code was not established to afford the debtor unlimited
amounts of time to secure the highest amount of return on its
property for its equity holders.  In re Milford Connecticut
Associates, L.P., --- B.R. ----, 2009 WL 1385902 (D. Conn.).

Based in Morristown, New Jersey, Milford Connecticut Associates,
L.P. filed for Chapter 11 creditor protection on February 6, 2004
in the U.S. Bankruptcy Court for the District of Connecticut
(Case No. 04-30511).  James Berman, Esq. at Zeisler and Zeisler
represents the Debtor.  When the Debtor filed for bankruptcy, it
estimated assets and liabilities of $1 million to $10 million.

The Honorable Albert S. Dabrowsk's decision to convert the
Chapter 11 bankruptcy to a Chapter 7 liquidation, and
appointment of a Chapter 7 Trustee to liquidate the Debtor's
5-acre Old Gate Lane site, a former aerosol can factory, was
previously reported in the Troubled Company Reporter on
June 26, 2008.


MOSAIC DATA: Chapter 7 Trustee Pursues Directors & Officers
-----------------------------------------------------------
Even if the bankruptcy court in the Chapter 11 case of a corporate
debtor's parent company approved the pledge of the debtor's assets
enabling the parent to obtain debtor-in-possession financing in
its case, WestLaw reports the U.S. District Court for the Eastern
District of Illinois has ruled, neither the debtor's separate
creditors nor the trustee in the debtor's involuntary Chapter 7
case had notice or an opportunity to object, and they were not in
privity with the parent's creditors.  Therefore, res judicata did
not apply to bar the trustee's claims against the debtor's former
officers and directors challenging the assets pledge, including
claims for breach of fiduciary duties, waste of corporate assets,
and fraudulent transfer.  Seidel v. Byron, --- B.R. ----, 2009 WL
1334490 (N.D. Ill. Case No. 05-C-6698).

Scott M. Seidel serves as the Chapter 7 trustee for the bankruptcy
estate of Mosaic Data Solutions, Inc.  Mosaic Data was a Delaware
corporation with its principal place of business in Illinois.  On
November 24, 2003, an involuntary bankruptcy petition was filed
against Mosaic Data in the Northern District of Texas.  In
November 2005, Mr. Seidel sued the Debtor's former officers and
directions, alleging they mismanaged Mosaic Data in violation of
their duties under Delaware law, and seeking to avoid an alleged
fraudulent transfer of Mosaic Data's assets.  On September 26,
2008, Judge James B. Moran dismissed Mr. Seidel's complaint
without prejudice, finding that it was "too sketchy to provide
defendants with fair notice of the grounds on which the claim[s]
rest. . . ."  Judge Moran gave Mr. Seidel an opportunity to
replead his claims, and thereafter filed a First Amended
Complaint.  On April 24, 2008, the case was reassigned to the
District Court upon the passing of Judge Moran.


NEWPARK RESOURCES: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newpark Resources Inc. to 'B' from 'B+'.  At the same
time, S&P placed the rating on CreditWatch with negative
implications.

The rating action reflects S&P's view that weak demand for
oilfield services in North America could persist for the next few
months.  This is primarily due to low natural gas prices as S&P
enter the seasonal trough.  The rating action also reflects the
near-term risk that the company may violate its minimum fixed
charge covenant and maximum total debt to EBITDA covenant in the
second quarter of 2009.  Houston-based Newpark had $204 million of
total adjusted debt as of March 31, 2009.

S&P could lower the rating further if the company fails to receive
amendments or waivers in a timely manner.  S&P could also lower
the rating if EBITDA remains at negative levels for the next
several months or if liquidity decreases materially from current
levels.  S&P could stabilize the rating if S&P is comfortable that
the company will be able to maintain both adequate liquidity and
compliance with its covenants.


NOBLE INTERNATIONAL: Roll Forming Biz Purchase Pact Terminated
--------------------------------------------------------------
As reported by the Troubled Company Reporter, on April 30, 2009
Noble International, Ltd., and certain of its subsidiaries entered
into an Asset Purchase Agreement with an affiliate of Patriarch
Partners LLC, Noble Intentions LLC, which contemplated the sale of
all of the Company's business relating to its domestic roll form
and hot form operations.

In a regulatory filing with the Securities and Exchange
Commission, Noble International disclosed that following execution
of the Purchase Agreement, certain objections were made regarding
the proposed bid procedures order relating to the Roll Forming
Business sale process.  On May 19, 2009, Noble Intentions
terminated the Purchase Agreement, citing, among other things,
these objections.  No penalty was incurred by the company as a
result of the termination.

Andrew J. Tavi, chief executive officer of Noble International,
relates that the company continues to engage in discussions with
various parties, including Noble Intentions, regarding a
transaction or transactions relating to the Roll Forming Business.
There can be no assurance that an agreement will be reached or
that a transaction will be consummated.

"The company is also in discussions with its debtor-in-possession
lenders regarding financing that will allow the company to
continue operation of the Roll Forming Business beyond May 31,
2009, as the company pursues a sale or other disposition of the
Roll Forming Business.  There can be no assurance that the company
will secure an extension of this financing."

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 Int'l and its affiliates filed for Chapter 11 protection on
April 15, 2009 (Bankr. E. D. Mich. Case No. 09-51720).  David G.
Dragich, Esq., and Judy A. O'Neill, Esq., at Harrington Dragich
O'Neill; Jennifer Hayes, Esq., and Ryan S. Bewersdorf, Esq., at
Foley & Lardner LLP, represent the Debtors as counsel.  Daniel M.
McDermott, the United States Trustee for Region 9, appointed 3
creditors to serve on an official committee of unsecured
creditors.  Eric David Novetsky, Esq., Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe Raitt Heuer & Weiss, represent the
creditors committee as counsel.  The Debtors disclosed total
assets of $190,763,000 and total debts of $38,691,000, as of
January 10, 2009.


NORCRAFT HOLDINGS: Moody's Affirms Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service affirmed Norcraft Holdings, L.P.
corporate family rating at B2 and $118 million subordinated notes
at Caa1.  At the same time, Moody's upgraded Norcraft Holdings,
L.P.'s operating company's -- Norcraft Companies, L.P. --
$150 million subordinated notes to Ba3 from B1 to reflect a change
in the company's capital structure.

These ratings/assessments were affected for Norcraft Holdings,
L.P.:

  -- Corporate family rating, affirmed at B2;

  -- Probability of default rating, affirmed at B2;

  -- $118 million subordinated notes, affirmed at Caa1, LGD
     changed to LGD5, 82% from LGD5, 85%.

These ratings/assessments were affected for Norcraft Companies,
L.P.:

  -- $150 million subordinated notes, upgraded to Ba3 (LGD2, 29%)
     from B1 (LGD3, 40%);

  -- $60 million revolving credit facility, Ba2 rating, withdrawn.

The ratings outlook for Norcraft Holdings, L.P., and for Norcraft
Companies, L.P., are negative.

The affirmation of the company's B2 Corporate Family Rating
reflects the company's performance during the housing downturn and
in particular its demonstrated ability to generate positive cash
flow during the downturn.  The affirmation considers the company's
cash position and overall liquidity relative to current
projections for cash flow generation and capital expenditures.

The upgrade of the $150 million subordinated notes resulted in the
change in the priority of claim of the notes within the company's
capital structure as a result of the company's March 27, 2009,
termination of its $60 million secured revolving credit facility.
Due to the termination of the credit facility, the $150 million
subordinated notes now represent a larger portion of the capital
structure and are notched higher per the Moody's LGD Assessment.

The last rating action was February 13, 2009, when Moody's
downgraded the company's corporate family rating to B2 from B1.

Headquartered in Eagan, Minnesota, Norcraft Holdings, L.P.
designs, produces, and markets branded kitchen and bathroom
cabinetry in the U.S. Estimated revenues for the LTM period
through March 31, 2009, were approximately $332 million.


NORWOOD PROMOTIONAL: Can Hire Epiq as Notice and Claims Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Norwood Promotional Products Holdings Inc. and its debtor-
affiliates to employ Epiq Bankruptcy Solutions, LLC, as their
notice, claims and balloting agent.

As noticing and claims agent, Epiq is expected to, among other
things:

   a) maintain and update the master mailing list of creditors;

   b) to the extent necessary, gather data to prepare the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs; and

   c) track and administer claims.

The Court authorized the Debtors to pay for Epiq's services on a
monthly basis.  Court documents did not disclose the hourly rates
of Epiq professionals.

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

                      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: Seeks to Sell All Assets for $132.5MM
----------------------------------------------------------
Norwood Promotional Products Holdings Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to approve a sale of substantially all of their assets to
Promotional Holdings LLC for $132.5 million, free and clear of all
liens, claims, encumbrances and interest, and subject to higher
and better bids.  The Debtors also seek to assume and assign
certain executory contracts and unexpired leases under the sale
agreement with Promotional Holdings.

The Debtors ask the Court to approve the form of the stalking
horse asset purchase agreement with Promotional Holdings and
authorize certain termination payments to Promotional Holdings, as
the stalking horse bidder.

To realize the maximum value for the assets, the Debtors further
ask the Court to approve bidding procedures for the asset sale.
If more than one qualified bid is received, the Debtors intend to
hold an auction at 9:00 a.m., prevailing Eastern Time, on June 18,
2009, at the offices of Kirkland & Ellis LLP, at 153 53rd Street,
in New York City.

If no qualified bidders outbid the stalking horse bidder, the
closing of the sale will take place at the offices of Jones Day,
222 East 41st Street, in New York City at 10:00 a.m., prevailing
Eastern Time on the 3rd business day after the closing conditions
are satisfied or waived, unless otherwise agreed to in writing by
both parties.

The Debtors also ask the Court to set June 16, 2009, at 4:00 p.m.
as the deadline by which qualified bidders must deliver written
copies of their bidding materials to:

   -- Kirkland & Ellis LLP
      Attn: David L. Eaton
            Liza G. Laukitis
      Citigroup Center
      153 East 53rd Street
      New York, NY 10022-4611

   -- Young Conaway Stargatt & Taylor, LLP
      Attn: Pauline K. Morgan
            Edmon L. Morton
      The Brandywine Building
      1000 West Street, 17th Floor
      Wilmington, DE 19801

The sale hearing will be held on June 19, 2009, at a time
convenient for the Court.  Objections, if any, are due no later
than June 16, at 4:00 p.m.

                      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.


OCA LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: OCA, LLC
        1299 Stagecoach Rd.
        Ocean View, NJ 08230

Bankruptcy Case No.: 09-23499

Chapter 11 Petition Date: May 27, 2009

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

Debtor's Counsel: David Kasen, Esq.
                  Kasen & Kasen
                  1874 East Route 70
                  Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  Email: dkasen@kasenlaw.com

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

Estimated Debts: $10,000,000 to $50,000,000

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/njb09-23499.pdf

The petition was signed by Angelo A. Cuculino, president of the
Company.


PAM F.R.O.G.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pam F.R.O.G., LLC. a Michigan Limited Liability
        Corporation
           dba Pam's Preschool Program
           dba Pam's Academy of Champions
        1205 Pierce Road and 1113 Pierce Road
        Lansing, MI 48910

Bankruptcy Case No.: 09-06368

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtor's Counsel: Charles R. Cuzydlo, Esq.
                  Cuzydlo Law Group PLLC
                  2193 Association Drive
                  Suite 200
                  Okemos, MI 48864
                  Tel: (517) 853-3962
                  Fax: (517) 853-6784
                  Email: CRC@cuzydlolaw.com

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

Estimated Debts: $10,000,000 to $50,000,000

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/miwb09-06368.pdf

The petition was signed by Pamela Eaton-Champion, president and
CEO of the Company.


PEGASUS WIRELESS: Faces SEC Lawsuit for $30MM Stock-Dumping Scheme
------------------------------------------------------------------
Karen Gullo at Bloomberg News reports that the U.S. Securities and
Exchange Commission has filed a lawsuit against Pegasus Wireless
Corp. and two former executives for allegedly deceiving investors
in a $30 million stock-dumping scheme.

According to Bloomberg, the SEC claimed that former Pegasus
Wireless CEO Jasper Knabb and former Pegasus Wireless Chief
Financial Officer Stephen Durland illegally sold hundreds of
millions of Company shares that they secretly controlled, and lied
about the sales in the Company's filings.  The SEC alleged that
the sales were used to support Messrs. Knabb and Durland's lavish
lifestyles and purchases of boats, sports cars, and homes,
Bloomberg relates.  "The public had no idea that insiders were
controlling the shares and dumping them," Bloomberg quoted SEC
chief Bob Leach as saying.

Messrs. Knabb and Durland formed Pegasus Wireless out of a dormant
shell company in 2005, says Bloomberg.  The SEC said in a
complaint filed in the federal court in San Francisco that Messrs.
Knabb and Durland publicized a series of acquisitions through
press releases, which pushed up share values and briefly gave the
penny stock company a market capitalization of $1.4 billion.

Messrs. Knabb and Durland said in SEC filings that Pegasus
Wireless issued shares to pay off debt.  The SEC said in court
documents that Messrs. Knabb and Durland forged documents to hide
that the debt was a fabrication and the shares were issued to
relatives and entities that they controlled.  They reaped more
than $30 million from the sales from 2006 to 2008, SEC said in its
complaint.

Palm Beach, Florida-based Pegasus Wireless Corp. --
http://www.pegasuswirelesscorp.com/-- makes and sells wireless
equipments and programs for Internet.  The Company is a direct
supplier to Showa Electric Cable Company.  In January 2006, the
Company acquired 51% controlling interest of SKI Technologies,
Inc., an electronics manufacturing facility in Taiwan.  The
Company filed for Chapter 11 bankruptcy protection on November 25,
2008 (Bankr. S.D. Fla. Case No. 08-27987).  Kevin C. Gleason,
Esq., who has an office in Hollywood, Florida, assists the Company
in its restructuring efforts.  The Company listed $17,472,000 in
assets and $3,901,655 in debts.


PEQUOT CAPITAL: Will Close Amid Insider-Trading Probe
-----------------------------------------------------
Gregory Zuckerman and Kara Scannell at The Wall Street Journal
report that Pequot Capital Management, Inc., will close amidst
investigations on alleged insider trading.

"I have concluded that Pequot can no longer stay in business," WSJ
quoted founder Arthur Samberg as saying, citing public disclosures
about the continuing investigation, which he claimed "have cast a
cloud over the firm and have become a source of personal
distraction."

Bloomberg News, citing people familiar with the matter, relates
that the U.S. Securities and Exchange Commission also reopened in
January 2009 the investigation into whether Mr. Samberg's funds
illegally profited by trading on inside information about
Microsoft, as investigators learned of documents that show former
Microsoft employee David Zilkha may have obtained confidential
information in 2001 about the company.  Mr. Zilkha, according to
Bloomberg, left Microsoft in 2001 to join Pequot Capital, where he
worked for less than a year.  A SEC report noted that Mr. Samberg
allegedly used information provided by Mr. Zilkha in trades that
helped yield Pequot Capital more than $2 million.

WSJ reports that investors have avoided Pequot Capital in recent
years partly due to the investigation.  WSJ relates that a
$2.1 million payment was made to Mr. Zilkha in 2007, a matter that
came up in Mr. Zilkha's divorce proceedings, raising new questions
about Pequot Capital.  The payment was related to a civil claim
regarding Mr. Zilkha's employment and termination, the report
says, citing a Pequot Capital spokesperson.  Mr. Zilkha left
Pequot in September 2001.

Mr. Samberg has denied the allegations, WSJ points out.  The
accusations, according to WSJ, also led to senate hearings
excoriating the SEC's handling of the matter.  A SEC staffer
claimed that John Mack, then a top Credit Suisse executive, had
tipped off Mr. Samberg about a merger deal, the report states.

According to WSJ, the SEC and the Justice Department had
investigated e-mails from Mr. Zilkha and Mr. Samberg, as Mr.
Zilkha was in the process of joining the hedge fund.  After a two-
year probe, interviews, and review of e-mails, the SEC concluded
that there was insufficient evidence to bring a case.

Pequot Capital, WSJ reports, is among several investment firms
involved in the probe of a major New York state pension fund, in
which several firms are accused of making payments to a middleman
to secure investments from the pension fund.

Pequot Capital Management, Inc. -- https://www.pequotcap.com/ --
is a U.S. registered investment adviser founded in 1998 by Arthur
J. Samberg, Chairman and Chief Executive Officer, to manage the
Pequot Family of Funds, which began trading in 1986.  Pequot
Capital managed about $15 billion in 2001, making it one of the
largest hedge funds in the world.


PHOENIX COYOTES: Keep J. Balsillie's Offer Open, Investors Say
--------------------------------------------------------------
SOF Investments LP, White Tip Investments LLC, and Donatello
Investments LLC have asked the U.S. Bankruptcy Court for the
District of Arizona to keep open Jim Balsillie's $213 million
offer for Phoenix Coyotes, while no other formal bid is being made
for the Company.

As reported by the Troubled Company Reporter on May 18, 2009, Jim
Balsillie wants to acquire Phoenix Coyotes for more than
$212 million, asserting that his offer is conditional on moving
the team to southern Ontario.

According to Mike Sunnucks at Phoenix Business Journal, Phoenix
Coyotes investors said that Mr. Balsillie should be kept in play
to maximize value as Phoenix Coyotes navigates Chapter 11.
Business Journal relates that City and National Hockey League
officials have failed to get Chicago White Sox owner Jerry
Reinsdorf and other investors interested in Phoenix Coyotes to bid
for the hockey team.

Citing SOF and other investors, Business Journal reports that
Phoenix Coyotes' bankruptcy and possible move to Canada has
stalled ticket sales in Glendale for the 2009-2010 season.
According to the report, NHL attorney Tony Clark said the
relocation issue has cut into ticket and sponsorship sales.
Investors said that a "Glendale transaction" could endanger their
claims if it comes well under Mr. Balsillie's $213 million offer,
Business Journal states.  Glendale officials also said that it
would file a claim of between $500 million and $750 million if
Phoenix Coyotes breaks its lease at the city-built Jobing.com
Arena, Business Journal relates.

                       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.


PILGRIM'S PRIDE: 37 Trade Creditors Transfer $889,000+ Claims
-------------------------------------------------------------
Thirty-seven trade creditors of Pilgrim's Pride Corporation
transferred claims totaling more than $889,000 to:

  (a) Liquidity Solutions Inc.:

      Transferor                               Claim Amount
      ----------                               ------------
      B&G Transportation Inc.                       $50,553
      Clarke Industrial Supply Inc.                  25,511
      CMH Service                                    28,795
      Computerway Food Systems Inc.                   7,880
      Delmar Disposal                                 1,829
      Edwards Wood Products Inc.                      6,959
      Hach Company                                   18,164
      Huther & Associates Inc.                        1,404
      Mosleys Trucks Brokerage Inc.                  38,917
      Norco Corporation                              12,243
      One Network                                     6,501
      Pioneer Scale Company Inc.                      3,515
      Rentokil Inc.                                  13,851
      Sanders Bros Inc.                              28,854
      Snider Tires                                   32,033
      Southern Acquisitions LLC                       7,251
      Southwestern Brokerage, Inc.                    3,725
      Taclube LLC                                    25,725
      Terrasimco Inc.                                 3,991

  (b) ASM Capital, L.P.:

      Transferor                               Claim Amount
      ----------                               ------------
      Food Processing Equipment Co.                 $21,214
      FPEC Corp.                                     29,142
      International Hatchery SVC Inc.                15,229
      John House                                      8,288
      Jones Hamilton Co.                             37,329
      Mississippi Carbonic LLC                       43,016
      Synergy Technologies Inc.                     161,988
      United Salt Corporation                        25,946

  (c) Argo Partners:

      Transferor                               Claim Amount
      ----------                               ------------
      Dottleys Spice Mari Inc.                      $19,024
      The Capital City Machine Shop                   5,685
      Summit 66 Oil Co., Inc.                        74,471
      Van C. Wiggins                                  5,500
      Wilson Starter & Alternator                    34,124

  (d) United States Debt Recovery LLC:

      Transferor                               Claim Amount
      ----------                               ------------
      Breckton Environmental                           $992
      Mettler Toledo Inc. Packrite Division           2,263
      Odor Control Products and Equipment             9,745
      Plunks Wrecker Service Robert W                   575
      William P. Crews Jr. LLC                       21,325

  (e) United States Debt Recovery LLC, II:

      Transferor                               Claim Amount
      ----------                               ------------
      APi Systems Group                              $1,877
      Bizclickusa                                       889
      Jeff Hoyt dba Hoyt Farms                       44,594
      Petersburg Blocks Inc.                            574
      Red Wing Shoe Store                               410
      Thompson Industrial Services                    5,474
      Welford Harris Inc.                             1,800

Argo Partners withdrew the transfer of the $74,471 claim owned by
Summit 66 Oil Co Inc.

                   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.


PILGRIM'S PRIDE: Can Assign PPC of Alabama Contracts to Maschoffs
-----------------------------------------------------------------
PPC of Alabama, Inc., a company in the pork production business
and a non-debtor wholly owned subsidiary of Pilgrim's Pride
Corporation, has entered into a purchase agreement to sell its
50% ownership interest in GK/MW, LLC, to The Maschoffs, LLC, who
is the owner of the remaining 50% ownership interest in the
company.

A full-text copy of the Purchase Agreement is available for free
at http://bankrupt.com/misc/ppc_gkmwapa.pdf

In 2008, the farrowing agreements relating to PPC Alabama
obligation to service the breeding stock and raise the weaned
pigs were renewed with all applicable producers.  However, rather
than being renewed in the name of PPC Alabama, they were
mistakenly renewed in the name of "Pilgrim's Pride Corporation."

In addition to the Membership Interest, the Buyer seeks to
purchase all right, title, and interest in the Contracts.
Because PPC is inadvertently named as a party to the Contracts,
it has legal title to the rights under the Contracts.  As part of
the consideration under the Agreement, the Buyer will cause GK/MW
to pay $4,300,000 due by GK/MW to PPC Alabama in connection with
the Closing.  At that time, PPC Alabama will repay some or all of
its $4,657,655 intercompany claim to PPC.

In consideration for the Membership Interest, the Buyer is paying
an amount equal to the greater of (a) an amount equal to 50% of
(i) GK/MW's net asset value, excluding animals, plus (ii)
$6,000,000, and (b) $1.  As additional consideration, the Buyer
will cause GK/MW to pay PPC Alabama an amount equal to the PPC
Payable less the amount that the Purchase Price is less than $0.
GK/MW's Net Asset Value, based on the company's unaudited
March 28, 2009 balance sheet, is ($7,905,636).  Based on that
figure, under the Purchase Price would be ($952,818) and the
Aggregate Consideration being paid would be $1.  Based on a PPC
Payable of $4,265,188 and a deficit Purchase Price amount of
($952,818), the adjusted amount of the PPC Payable being paid
would be $3,312,370.

The Debtors sought and obtained the Court's permission to assume
and assign the Contracts to the Buyer, effective as of, and
contingent upon, the Closing of the transaction.

A list of the Contracts to be assumed is available for free
at http://bankrupt.com/misc/ppc_gkmwpacts.pdf

To the extent there are any liens on the Contracts, including but
not limited to the liens granted to the postpetition lenders in
the Debtors' bankruptcy cases, the Debtors sought and obtained an
order allowing them to convey the Contracts to the Buyer free and
clear of all liens, claims, and encumbrances.

The Court also approved an agreement, which includes a release by
PPC of any claims it holds against the Buyer, its affiliates,
GK/MW and certain related parties.  The Agreement would also
create an indemnification obligation by PPC in favor of the
Buyer, its affiliates, and GK/MW for any losses incurred by those
parties for enforcement of the Agreement, for any excluded
liabilities, or for any breach of a representation, warranty, or
covenant by PPC or PPC Alabama.

Liberty Mutual Insurance Company, issuer of numerous prepetition
surety bonds in favor of various state and federal regulatory
authorities, objected to the transaction to the extent any of the
transactions contemplate the transfer of licenses and permits
underlying Liberty's bonds.  Liberty asserted that the bonds are
not transferable contending that the Bonds are financial
accommodations through which surety credit has been provided to
the Debtors by Liberty.  Liberty asked the Court to clarify that
while the permits and licenses associated with the assets and
interests to be sold may be transferable, any of Liberty's Bonds
supporting the permits and licenses are not assignable.

                   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.


PILGRIM'S PRIDE: Court Sets Cure Amounts for Foster Farms Sale
--------------------------------------------------------------
Judge D. Michael Lynn of the U.S. District Court for the Northern
District of Texas, Forth Worth Division, directed Pilgrim's Pride
Corp. to pay these cure amounts related to the sale of its
Farmerville, Louisiana chicken complex facility to Foster Farms
for approximately $72.3 million:

  Contract Party             Contract               Cure Amount
  --------------             --------               -----------
  CenterPoint Energy Gas     Transportation             $15,902
  Transmission Company       Service Agreement

  CenterPoint Energy Arkla,  Large Volume Ind.           13,462
  A Division of Center-      Transportation
  Point Energy Resources     Agreements
  Corp.

  CenterPoint Energy         Purchase and Sale          149,202
  Services, Inc.             of Natural Gas

  Union Parish Police        Agreement dated                  0
  Jury                       December 14, 2007

  Town of Farmerville,       Water Supply Agreement      69,218
  Louisiana

As reported by the Troubled Company Reporter on May 27, 2009, the
final price was lower than the originally announced $80 million,
because of inventory adjustments.  The Farmerville complex
includes a processing facility, a cook plant, two hatcheries, a
feed mill and a protein conversion plant.

Judge Lynn directed the contract parties to impose no rent
accelerations, increases or assignment fees to the Purchaser as a
result of the assumption or assignment of the Purchased Contracts
and Permits.

                      Objections Overruled

Certain parties, who believed their interests with respect to the
sale of the Farmerville Facility were not protected, expressed
disagreement to the Sale of the Farmerville Assets.  Among those
who objected to the sale are the Official Committee of Unsecured
Creditors; FMC Corporation; General Electric Capital Corporation
and Gelco Corporation, Banc of America Leasing & Capital, and
Fifth Third Leasing Company, as lessors; Liberty Mutual Insurance
Company; CIT Communications Finance Corp.; and CenterPoint Energy
Services, Inc.

The Creditors' Committee said it does not completely conform to
the sale of the Farmerville Assets to Foster Farms.  The
Committee objected to the provision in the Asset Purchase
Agreement, which implies that Foster Farms' obligation, as Buyer,
to reimburse the Debtors for Pre-Effective Time Environmental
Claims, will not be fixed by the plan value of any securities
issued under a confirmed Chapter 11 plan of reorganization unless
Forster Farms chooses to be bound by that plan value.  The
Committee complained that Foster Farms and the Reorganized
Debtors may agree to a different valuation under the APA.  If
there is no agreement, then the APA provides that the dispute
would be subject to arbitration, the panel pointed out.  If the
Court is prepared to allow the parties the flexibility not to be
bound by the plan value of securities, though the Committee sees
no rational basis for providing "flexibility," the Court should
maintain exclusive jurisdiction to resolve any dispute, the
Committee argued.

FMC Corporation, a party to an agreement with the Debtors to
provide equipment and services to process chicken at multiple
locations, objected to sale of the Farmerville Assets unless:

  (i) the Debtors pay in full at closing $143,070 for all
      accounts due FMC for FMC's products provided to the
      Debtors at the Farmersville between the Petition Date and
      the date of the closing of the sale;

(ii) the Debtors pay FMC's reclamation claim relating to FMC's
      performance under the FMC's Spectrum(TM) contract at the
      Farmerville plant;

(iii) the Debtors return to FMC, at the Debtors' sole cost and
      expense, all unused products provided by FMC to the
      Debtors at the Farmerville plant together with all of the
      FMC equipment located at the Farmerville plant; and

(iv) the order approving the sale of the Farmerville Plant
      expressly provides:

        -- that the FMC's Spectrum(TM) Contract is rejected,

        -- that the Debtors pay FMC for all products and
           services relating to the FMC's Spectrum(TM) Contract,
           and

        -- directs that the Debtors return to FMC all unused
           products provided by FMC to the Debtors at the
           Farmerville, plant together with all of the FMC
           equipment located at the Farmerville, LA plant.

GECC, Banc of America, and Fifth Third Leasing, as lessors to
certain equipment and vehicles whose leases have not been
identified as leases to be assumed in the Purchase Agreement, do
not conform to the "buy-out" being proposed in the Purchase
Agreement contending that the buy-out involves certain equipment
bound by Master Leases.  The Lessors object to the buy-out
provision unless they are immediately paid the total amount of
the buy-out at closing and the buy-out is with the Court's
approval.

CIT Communications, a lessor of certain telephone equipment that
is subject to a Master Equipment Lease Agreement dated Dec. 30,
1993, complained that the Debtors, through the sale of the
Farmerville Assets, will reject the Lease but leaves the Lease's
relevant schedules and equipment in limbo.  Absent a rejection of
the Relevant Schedules, CIT said it will be left in a position
where it is neither able to negotiate a new lease with Foster
Farms nor remove and dispose of the Relevant Equipment.  In this
regard, CIT asked the Court that the sale be conditioned on
Debtors formally rejecting those schedules of its master lease
that relate to the equipment at the Farmerville facility.

Liberty Mutual, as issuer of numerous surety bonds in favor of
various state and federal regulatory authorities at the request
of the Debtors, sought clarification that while the permits and
licenses associated with the Farmerville Assets may be
transferable, any of Liberty Mutual's Bonds supporting these
permits and licenses to be transferred are not assignable to any
buyer.  In this connection, Liberty mutual asked the Court to
require the Debtors to accommodate any applicable trust fund, and
to provide the trust while the permits and licenses relating to
the Farmerville Assets may be transferable.

CenterPoint Energy Services, Inc., and its affiliates, opposed
the sale complaining that the Debtors only identified two of
their prepetition transportation agreements with the Debtors,
failing to identify the Large Volume Industrial Customer
Transportation Agreement between Pilgrim's Pride Corporation and
Centerpoint Energy Arkla.  CenterPoint asserted that the two
transportation agreements cannot be assumed and assigned without
also assuming the Large Volume Agreement.  Centerpoint also
asserted that the Debtors have to provide adequate assurances of
Foster Farm's future performance under the assigned contracts.

In response to the objections, the Debtors said they are
negotiating with the Equipment Lessors to arrive at a reasonably
fair resolution of their predicaments.  With respect to Liberty
Mutual's request, the Debtors asserted that the objection is moot
as the Debtors are not assigning or transferring their grain
dealer's License with the Louisiana Agricultural Commission.  The
Debtors said Foster Farms have reached a resolution of the
CenterPoint issues with evidence of adequate assurance of Foster
Farm's future performance under the contracts to be provided to
CenterPoint.

A full-text copy of the Debtors' Omnibus Reply is available for
free at http://bankrupt.com/misc/PPC_farmervilleobj_omnireply.pdf

Judge Lynn, in the sale order, overruled all objections not
previously settled or withdrawn.  Judge Lynn decreed that:

  -- no surety bond issued by Liberty Mutual Insurance
     Company related to the Farmerville Assets will be
     transferred to the Purchaser as part of the Sale;

  -- each applicable Debtor or Purchaser is (a) authorized to
     buy-out equipment and vehicles subject to lease agreements,
     only if and as may be agreed by the applicable equipment or
     lessor and the Purchaser, and (b) authorized to make
     payment of the agreed buy-out amount free and clear all
     encumbrances, at closing of the Sale;

  -- the lease agreements with the Equipment Lessors are not
     Purchased Contracts, and thus, will remain in full force
     and effect; and

  -- all non-Debtors parties to a Purchased Contract or Permit
     are forever barred, estopped and permanently enjoined from
     asserting against the Debtors, the Purchaser or the
     property of either of them.

FMC conditionally withdrew its objection upon finding out that
the Debtors at this time do not assume nor reject the FMC
Spectrum Contract generally; and specifically do not assume or
assign the FMC Spectrum Contract to Foster Farms.

FMC and the Debtors have agreed that all of FMC's claims and all
of Debtors' claims arising the FMC Spectrum Contract are to be
held in abeyance until FMC and the Debtors make their
determinations in regard to the assumption or rejection of the
Contract.  In the interim, FMC and the Debtors will continue
their performance in regard to the FMC Spectrum Contract under
the terms and conditions as they will agree, except with respect
to the Farmerville, LA plant which the Debtors have informed is
idled and closed.

                       Mediator's Report

Steven A. Felsenthal, the Court-appointed mediator in the
Debtors' Chapter 11 cases, submitted a report to the Court
stating that he will continue to facilitate the transaction
regarding the Farmerville Facility, and mediate any related
disputes or controversies.

                    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.


PILGRIM'S PRIDE: Panel Appeals to Equity Committee Appt. Order
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pilgrim's Pride
Corp. filed a notice of appeal to the U.S. District Court for the
Northern District of Texas from Judge D. Michael Lynn's order
directing the U.S. Trustee to appoint members of an official
committee of equity security holders.

The Creditors Committee wants the District Court to review whether
the Bankruptcy Court erred in determining that an official
committee of equity security holders should be appointed in the
Debtors' Chapter 11 cases.  The Committee also wants the District
Court to determine whether the Bankruptcy Court:

  (a) employed the incorrect legal standard in determining that an
      official equity committee should be appointed;

  (b) erred in determining that the Debtors' stockholders are not
      adequately represented without the appointment of an
      official equity committee;

  (c) erred in determining that the Debtors' Chapter 11 cases are
      complex; and

  (d) erred in determining that the Ad Hoc Shareholders Group had
      established a substantial likelihood of a meaningful
      distribution to stockholders in the Debtors' Chapter 11
      cases.

The Creditors Committee also asks the District Court to review
whether the Bankruptcy Court erred in refusing to consider the
actions of the law firm representing the Ad Hoc Shareholders Group
and certain members of the ASG, in determining whether or not the
Debtors' stockholders are adequately represented.

The Troubled Company Reporter on May 6, 2009, reported that Judge
Lynn, in a memorandum of law, had ruled among others that
appointment of an official committee of equity security holders in
the Debtors' bankruptcy cases is warranted because the values
provided in the Debtors' schedules of assets and liabilities and
their public filings with the U.S. Securities and Exchange
Commission all indicate that the Debtors are solvent.

                       Stay Request Denied

In a separate development, Judge Lynn denied the Creditors
Committee's motion seeking a stay of the Equity Committee
Appointment Order pending the appeal.

Prior to the entry of the order, the Creditors' Committee
submitted documents in support of, and counter-designations
regarding, its Stay Motion.  The Ad Hoc Shareholders Group
submitted counter-designations of the deposition testimonies of
William K. Snyder and Michael Willingham.  The Ad Hoc Group also
sought and obtained the Court's approval to file under seal an
exhibit supporting its motion for appointment of an official
committee of equity security holders.  The Exhibit, according to
the Ad Hoc Group, contains certain financial information of the
Debtors obtained through discovery that could be considered
confidential.  The Ad Hoc Group, the Debtors, the Creditors'
Committee, the Bank of Montreal, and Lonnie "Bo" Pilgrim agreed to
keep confidential information obtained through discovery in
connection with the Equity Committee Appointment Motion.

                   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.


PILGRIM'S PRIDE: Rejects El Dorado Poultry's Bid for Processors
---------------------------------------------------------------
Pilgrim's Pride Corporation rejected a bid submitted by the El
Dorado Poultry Company for the company's idled chicken processors
facilities in El Dorado, Arkansas, The El Dorado News Online
reported on May 27, 2008.

Pilgrim's Pride closed the El Dorado plant last May 8, 2009,
affecting approximately 800 employees and about 160 contract
growers while the company considered offers.

According to the El Dorado News, the bid was submitted on May 15
to the U.S. Bankruptcy Court for the Northern District of Texas,
which is overseeing Pilgrim's bankruptcy case.  Details of the El
Dorado Poultry offer have not been publicly disclosed.

The Troubled Company Reporter reported on May 7, 2009, that
Pilgrim's Pride Corporation and its affiliates filed documents
asking Judge D. Michael Lynn of the U.S. Bankruptcy Court for
Northern District of Texas (Fort Worth) for permission to sell
their chicken processing plants in Douglas, Georgia; El Dorado,
Arkansas; and Farmerville, Louisiana.  The Debtors have
implemented various restructuring initiatives to streamline their
operations and right-size production.  In this light, the Debtors
decided to idle their chicken processing plants in Douglas,
Georgia; El Dorado, Arkansas; and Farmerville, Louisiana by mid-
May 2009.  The Debtors seek to sell the El Dorado and Douglas
complexes, free and clear of all liens and encumbrances and
subject to better and higher bids.  The El Dorado complex, located
at 1902 South West Ave., in El Dorado, Arkansas, has an associated
feed mill and a hatchery with a capacity of approximately
1,512,000 eggs per week.  The complex would employ 1,650 workers
when operating at full capacity.  It is a union facility, and is
served by 172 growers with 598 houses.

A hearing for the approval of a sale with respect to any bid
accepted by the Debtors will be held on June 16, 2009.

                   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.


PNC FINANCIAL: Raises More Than $600 Million in Common Equity
-------------------------------------------------------------
PNC Financial Services Group Inc. has raised more than $600
million in common equity through the issuance of 15 million shares
of common stock through an "at the market" offering launched on
May 14, 2009.

The offering was related to PNC's plan for increasing its common
equity following the results of the Supervisory Capital Assessment
Program of the U.S. Department of the Treasury, the Board of
Governors of the Federal Reserve System and the Office of the
Comptroller of the Currency.

As reported by the Troubled Company Reporter on May 11, 2009, the
results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on May 7.  According to the results, PNC needs
$600 million, as the bank had too little common equity to
withstand a prolonged recession.  PNC could face losses
aggregating $18.8 billion for 2009 and 2010.

"Given the ongoing uncertainty in the market, capital strength and
liquidity are key drivers of success," said James E. Rohr,
chairman and chief executive officer.  "I am pleased that were we
able to raise the required $600 million of common equity at market
prices and in a relatively short time frame."

PNC expects to continue to increase its common equity as a
proportion of total capital through growth in retained earnings
and will consider other capital opportunities as appropriate.

The Company won't convert preferred shares issued under the U.S.
Treasury Department's Capital Purchase Program.  Further, PNC
plans to redeem Treasury's $7.6 billion investment in preferred
shares as soon as appropriate, subject to approval by its primary
banking regulators.

The PNC Financial Services Group, Inc., http://www.pnc.com-- is
one of the nation's largest diversified financial services
organizations providing retail and business banking; residential
mortgage banking; specialized services for corporations and
government entities, including corporate banking, real estate
finance and asset-based lending; wealth management; asset
management and global fund services.


POMPANO MEDICAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pompano Medical & Professional Center LLC
        999 Brickell Ave Ste1002
        Miami, FL 33131

Bankruptcy Case No.: 09-20175

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  Email: aresty@mac.com

Total Assets: $4,500,000

Total Debts: $2,900,371

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

The petition was signed by Alvaro De Castro, manager of the
Company.


PRUDENTIAL SECURITIES: Moody's Cuts Class B-3 of Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
classes of notes issued by Prudential Securities Financing
Corporation and confirmed the rating of one note issued by
Prudential Home Mortgage Corporation.  The bond issued by
Prudential Home Mortgage Corporation 1994-25 is supported by an
insurance policy issued by Financial Security Assurance Inc.

The current ratings on the insured security is consistent with
Moody's practice of rating insured securities at the higher of (1)
the guarantor's insurance financial strength rating and (2) the
underlying rating, based on Moody's modified approach to rating
structured finance securities wrapped by financial guarantors.

As part of evaluating the current ratings for insured securities,
Moody's Investors Service also reviewed the underlying rating.
The underlying rating reflects the intrinsic credit quality of the
security in the absence of the guarantee.

The ratings, as well as the underlying rating of the insured
security, are based on the methodology applied to all transactions
with small pool factors.  Moody's defines low pool factor deals as
those that meet one of these two criteria: (1) the outstanding
collateral balance is less than $1 million, and the pool factor is
less than 5% or (2) the pool has fewer than 50 loans remaining.

Moody's uses this methodology to estimate losses on low pool
factor deals.

First, gross defaults are determined by applying assumed lifetime
roll-rates (probabilities of transition to default) to the
transactions' current delinquency buckets and a pipeline
multiplier.  The pipeline multiplier accounts for further possible
defaults that might arise from borrowers that are current.  The
pipeline multiplier differs for each deal based on the number of
loans remaining in the pool -- greater the number of loans
remaining the higher the multiplier.  The estimated defaults are
subject to a floor -- a minimum default.  The minimum default also
differs based on the number loans remaining in the pool.  The
fewer the number of loans remaining in the pool the higher the
minimum default since each loan represents a higher percentage of
the pool.

The final default number is then multiplied by expected loss
severity to arrive at Moody's expected loss estimate.  Loss
severity also differs by transaction and is higher for more recent
vintages.

Complete rating action:

Issuer: Prudential Securities Financing Corporation 1993-03

  -- Class B-1, Current Balance: $62,859, Downgraded to Aa3;
     previously on 5/22/1996 Upgraded to Aaa

  -- Class B-2, Current Balance: $95,655, Downgraded to Baa3;
     previously on 5/22/1996 Upgraded to A1

  -- Class B-3, Current Balance: $16,429, Downgraded to B3;
     previously on 5/22/1996 Upgraded to Ba2

Issuer: Prudential Home Mortgage Corporation 1994-25 (Loans
Remaining: 15)

  -- Class A-8, Current Balance: $614,428, Confirmed at Aaa,
     previously on 7/21/2008 Aaa Placed Under Review for Possible
     Downgrade

  -- Current Underlying Rating: Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3,
     Placed Under Review for Possible Downgrade on 5/20/2009)


QIMONDA NA: Wants August 20 as Creditors' Claim Bar Date
--------------------------------------------------------
Qimonda Richmond LLC and Qimonda North America Corp. ask the U.S.
Bankruptcy Court for the District of Delaware to set August 20,
2009, at 5:00 p.m., as the deadline for creditors to file proofs
of claim against them.  The Debtors propose Oct. 29, 2009, at 5:00
p.m., as the deadline for all governmental units to file their
proofs of claim.

All proofs of claim must be filed at:

  a) If by first class mail:

     Qimonda Richmond LLC
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions LLC
     FDR Station
     P.O. Box 5112
     New York, NY 10150-5112

  b) If by hand delivery or overnight mail:

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

A hearing has been set for June 22, 2009, at 2:00 p.m., to
consider the Debtors' motion.  Objections, if any, are due no
later than June 16, at 4:00 p.m.

                         About Qimonda NA

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  Roberta A. DeAngelis, the United States Trustee for
Region 3, appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  Jones Day and Ashby & Geddes
represent the Committee.  In its bankruptcy petition, Qimonda
estimated assets and debts of more than $1 billion.


R.H. DONNELLEY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Dawn McCarty of Bloomberg News reports that R.H. Donnelley Corp.,
the publisher of more than 600 print directories, and 19 of its
affiliates sought bankruptcy protection from creditors after
missing a $55 million interest payment on its senior unsecured
notes due April 15.

According to Bloomberg, the lead Chapter 11 petition -- case no.
09-11833 -- was filed in the U.S. Bankruptcy Court for the
District of Delaware.  The report noted that the company posted
assets of $11.9 billion and debt of $12.4 billion as of
December 31.

Ms. McCarty relates Moody's Investors Service downgraded R.H.
Donnelley's probability of default rating on May 18 to Ca/LD from
Ca, signaling a limited default after the lapse of the 30-day
grace period. The company has a Caa2 corporate family rating,
eight steps below investment grade.

                About R.H. Donnelley

R.H. Donnelley Corporation (OTC: RHDC) -- http://www.rhd.com/--
is one of the nation's leading consumer and business-to-business
local commercial search companies.  The Company delivers relevant
search results for consumers and leads to small- and medium-sized
businesses through its Dex-branded print yellow and white pages
directories, Internet yellow pages site, mobile and voice search
platforms as well as one of the largest pay-per-click ad networks
in the U.S. It also operates the nation's leading business search
engine and online directory through its Business.com subsidiary.


RICK LANE HAMMER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Rick Lane Hammer
                  dba Hammer Electric
               Priscilla Ruth Hammer
               2353 Jack Teasley Drive
               Pleasant View, TN 37146

Bankruptcy Case No.: 09-05948

Chapter 11 Petition Date: May 27, 2009

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

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

Total Assets: $761,721

Total Debts: $1,151,662

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/tnmb09-05948.pdf

The petition was signed by the Joint Debtors.


RITE AID: Seeks to Enter Into New $400 Million Term Loan
--------------------------------------------------------
Rite Aid Corporation seeks to enter into a new $400 million term
loan due 2015 under its existing senior secured credit facility,
wherein proceeds from the new term loan will be used to (i)
refinance the $145 million tranche 1 term loan due 2010 under an
existing credit facility; (ii) repay and cancel a portion of the
commitments outstanding under an existing revolving credit
facility.

According to the company, the new term loan is part of a
comprehensive plan to refinance its September 2010 debt
maturities, including its accounts receivable securitization
programs, through a combination of a new revolving credit
facility, new term loans, the issuance of high yield notes, which
may be secured on a first or second priority basis or unsecured,
or the entry into a new securitization program.

As part of its entry into the new term loan, the company seeks
certain amendments to its existing senior secured credit facility
in order to be able to consummate its refinancing plans.  The
company asserts that with the amendments, it would have the
flexibility to pursue all or any part of its refinancing plans at
any time and from time to time, subject to market and other
customary conditions.

Rite Aid avers that there can be no assurance that it will
consummate any or all of the refinancing plans, or the timing or
terms of those transactions.

                    About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *   *   *

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of February 28,
2009.

As reported in the Troubled Company Reporter on Jan. 26, 2009,
Moody's Investors Service downgraded the long term ratings of Rite
Aid Corporation, including its probability of default and
corporate family ratings to Caa2 from Caa1, with a negative
outlook.  Moody's also affirmed Rite Aid's speculative grade
liquidity rating at SGL-4.  The downgrade acknowledges the near to
medium term pressures that Rite Aid's liquidity faces should it be
unable to generate very significant improvements in its free cash
flow (which is currently negative).  The downgrade also reflects
Moody's opinion that the current capital structure is likely
unsustainable at the company's current level of operating
performance.


RJG LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: RJG LLC
          dba Saba Dredging Company
        4881 Everard Street
        Marrero, LA 70072

Bankruptcy Case No.: 09-11530

Chapter 11 Petition Date: May 26, 2009

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

Judge: Jerry A. Brown

Debtor's Counsel: Paul Douglas Stewart, Jr., Esq.
                  Stewart Robbins LLC
                  P.O. Box 66498
                  Baton Rouge, LA 70896-6498
                  Tel: (225) 343-7288
                  Fax: (225) 709-9467
                  Email: dstewart@stewartrobbins.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
5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/laeb09-11530.pdf

The petition was signed by Ronie Durall, manager of the Company.


ROYAL WEST: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Royal West Properties, Inc.
                c/o Gaston Cantens, President
                11890 SW 8 St #502
                Miami, FL 33184

Case Number: 09-20334

Involuntary Petition Date: May 27, 2009

Court: Southern District of Florida (Miami)

Judge: Robert A Mark

Petitioner's Counsel: Peter F. Valori, Esq.
                      Damian & Valori LLP
                      1000 Brickell Ave #1020
                      Miami, FL 33131
                      Tel: (305) 371-3960
                      Fax: (305) 371-3965

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Corita Corp.                   promissory note      $151,500
c/o Luis M Comella
2000 Bldg 16 Fl 50 Street
Panama

Fernando G. Barboza            promissory note      $404,000
720 Coral Way #10B
Coral Gables, FL 33134

Nestor G. Barboza              promissory note      $707,000
8225 NW 116 Ave
Doral, FL 33178


SEMGROUP LP: Court Sets Disclosure Statement Hearing for June 25
----------------------------------------------------------------
The Honorable Brendan Linehan Shannon of the U.S. Bankruptcy
Court for the District of Delaware will convene a hearing on
June 25, 2009, at 11:30 p.m., to consider the entry of an order
determining, among others, that the Disclosure Statement
explaining Semgroup L.P. and its affiliates' Chapter 11 Plan of
Reorganization contains "adequate information" within the meaning
of Section 1125 of the Bankruptcy Code.

Parties-in-interest must file their objections to the Disclosure
Statement so as to be received no later than June 18, 2009.
Objections must (i) be in writing; (ii) state the name and
address of the objecting party and the nature of the claim or
interest of that party; (iii) state with particularity the basis
and nature of any objection or response and include proposed
language to be inserted in the Disclosure Statement to resolve
the objection or response; and (d) be filed, with proof of
service, with the Court and served on:

  * Weil, Gotshal & Manges LLP
    200 Crescent Court, Suite 300
    Dallas, Texas 75201
    Attn: Martin A. Sosland, Esq.

  * Richards, Layton & Finger, P.A.
    One Rodney Square
    920 N. King Street
    Wilmington, Delaware 19801
    Attn: John H. Knight, Esq.

  * Kaye Scholer LLP
    425 Park Avenue
    New York, NY 10022-3598
    Attn: Margot B. Schonholz, Esq.

  * Potter Anderson & Corroon, LLP
    Hercules Plaza, 6th Floor
    1313 North Market Street
    Wilmington, Delaware 19801
    Attn: Laurie Silverstein, Esq.

  * Quinn Emmanuel Urquhart Oliver & Hedges, LLP
    51 Madison Avenue, 22nd Floor
    New York, New York 10010
    Attn: Susheel Kirpalani, Esq.

  * Blank Rome LLP
    1201 Market Street, Suite 800
    Wilmington, Delaware 19801
    Attn: Bonnie Glantz Fatell, Esq.

  * Andrews Kurth LLP
    600 Travis, Suite 4200
    Houston, Texas 77002
    Attn: Hugh M. Ray, Esq.

  * Cole, Schotz, Meisel, Forman & Leonard P.A.
    500 Delaware Avenue, Suite 1410
    Wilmington, Delaware 19801
    Attn: Karen M. McKinley, Esq.

  * The U.S. Trustee for Region 3
    844 King Street, Suite 2207
    Wilmington, Delaware 19801
    Attn: William K. Harrington

The Debtors have served notice of their Chapter 11 Plan and
Disclosure Statement to parties-in-interest.  Copies of the
Disclosure Statement and the Plan are available for review at the
Web site of the Debtors' voting agent, Kurtzman Carson
Consultants LLC, at http://www.kccllc.net/SemGroup/

The Troubled Company Reporter reported on May 20, 2009, that
SemGroup L.P., SemCrude L.P., and their debtor-affiliates filed
with the U.S. Bankruptcy Court for the District of Delaware their
Joint Plan of Reorganization and Disclosure Statement explaining
the Plan on May 15, 2009.  The Plan will allow the Debtors to
emerge from Chapter 11 reorganized around its core businesses with
a restructured, deleveraged balance sheet designed to maximize
recoveries to creditors who will become the owners of the
Reorganized SemGroup Companies.  The Debtors expect their total
available distributable value as of the Effective Date to be
approximately $2.26 billion consisting of a combination of cash,
New Term Notes, New Common Stock and Warrants.  The Debtors will
also contribute certain Causes of Action to a Litigation Trust and
distribute Litigation Trust Interests and Producer Preferred
Distribution Rights to the holders of certain Allowed Claims.

Key provisions of the Debtors' Plan include:

    * Reorganization of all business units with the exception of
      the domestic operations of Debtor SemMaterials, L.P., the
      assets of which have previously been sold in a series of
      transactions.

    * Creditors will own substantially all of the equity of the
      reorganized company.

    * $500 million senior secured revolving credit facility to be
      provided by a subset of SemGroup LP's Prepetition Lenders.
      Borrowings under the facility will provide working capital
      to the company once it exits Chapter 11 protection, Letters
      of Credit, and allow the Company to re-enter the crude
      marketing business.

    * Emergence from Chapter 11 as a publicly traded company.

    * The creation and funding of a Litigation Trust for the
      purpose of continuing to pursue certain claims of the
      estate.

    * Issuance of $300 million in New Secured Notes.

    * Refinancing of an existing $120 million secured facility
      used to partially fund construction of the White Cliffs
      pipeline.

    * The Plan contemplates the Canadian subsidiaries will remain
      a part of the reorganized company. Concurrent with the U.S.
      proceedings, the Canadian subsidiaries are undergoing
      reorganization in a Canadian court.

    * The Company expects to maintain its headquarters in Tulsa,
      Oklahoma.

The Debtors expect that Allowed Claims and Administrative Expense
Claims to be treated pursuant to the Plan will total about $4,860
million, which includes:

   -- $5.7 million of outstanding obligations under the
      Postpetition Financing Agreement;

   -- $50 million of other Allowed Administrative Expense Claims;

   -- $2.93 million of Allowed Claims in respect of obligations
      under the Prepetition Credit Agreement;

   -- $414 million of Allowed Claims of Producers, including
      Producer Secured Claims, Unsecured Claims entitled to
      priority under Section 503(b)(9) of the Bankruptcy Code and
      General Unsecured Claims;

   -- up to $155 million of Allowed Claims entitled to priority
      under Section 503(b)(9) other than Claims of Producers;

   -- $610 million of Senior Note Claims; and

   -- $537 million of General Unsecured Claims.

The Reorganized Debtors will retain $50 million of Cash for
working capital and will distribute remaining Cash, New Term
Notes, New Common Stock, Warrants, Producer Preferred
Distribution Rights and Litigation Trust Interests to holders of
Allowed Claims.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Anadarko Balks at Collateral Use for White Cliffs
--------------------------------------------------------------
Anadarko Wattenberg Company, LLC, objects to SemCrude LP, its
parent, SemGroup, L.P., and certain of their debtor affiliates'
motion to use the cash collateral under SemCrude Pipeline L.L.C.'s
loan from General Electric Capital Corporation to construct the
oil pipeline of White Cliffs Pipeline, L.L.C.

On May 19, 2009, the Troubled Company Reporter related that the
Debtors seek the Court's authority, pursuant to Sections 105 and
362 of the Bankruptcy Code to:

   (a) use the cash collateral from certain reserve funds to
       provide up to $1 million of loans to White Cliffs
       Pipeline to fund operations costs it incurred nunc pro
       tunc to January 1, 2009, in connection with the White
       Cliffs Pipeline; and

   (b) use the cash collateral to pay GECC at non-default
       contract rate pursuant to the GECC Credit Facility, as
       adequate protection to GECC.

The Debtors also ask the Court to lift the automatic stay to
withdraw funds from the reserve account.  Moreover, the Debtors
seek to waive the prohibition in the Interim Cash Management
Order and related orders with respect to intercompany loans to
non-debtors.

Anadarko complains to the U.S. Bankruptcy Court for the District
of Delaware that save for the motion itself, it did not
receive any written notice on the terms of SemCrude's proposed
loan to White Cliffs.

In January 2007, SemCrude, Anadarko, and Samedan Pipe Line
Corporation, established White Cliff pursuant to a Limited
Liability Company Agreement to construct, own, and operate an
interstate crude oil common carrier pipeline system running from
Weld County, Colorado, to Cushing, Oklahoma.  SemCrude holds
99.17% interest in White Cliffs, and Anadarko and Samedan holds
the remaining 0.416%.

Mark T. Hurford, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, relates that the LLC Agreement provides that loans by a
member of White Cliffs may be permitted on terms approved by, and
at the discretion of, its manager, provided that the manager give
Wattenberg and Samedan prior written notice and disclosure of the
borrowings.  Insider loans, Mr. Hurford says, must also be on
terms no less favorable to White Cliffs than those from
unaffiliated parties in arm's length transactions, the LLC
Agreement further provides.

Accordingly, Anadarko objects to the motion to the extent
necessary for it to review the terms of the loan, and evaluate
its compliance with the terms of the LLC Agreement.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producers' Panel Balks at Hiring Counsel for Ronan
---------------------------------------------------------------
The Troubled Company Reporter reported on May 20, 2009, that
SemGroup L.P., SemCrude L.P., and their debtor affiliates asked
the U.S. Bankruptcy Court for the District of Delaware for
authority to pay James L. Kincaid, Esq., and other professionals
of Crowe & Dunleavy, P.C., in the connection with their
representation of Terrence Ronan, chief executive officer of
SemGroup G.P., L.L.C., in the action SGGP filed in the U.S.
District Court for the Northern District of Oklahoma, as well the
adversary action filed against Mr. Ronan by John Catsimatidis and
his associates in the U.S. Bankruptcy Court for the District of
Delaware.

The Official Producers' Committee argues that hiring a separate
counsel for Mr. Ronan is unnecessary.  The Producers' Committee
notes that as the Debtors have maintained, the claims asserted by
the group of John Catsimatidis against Mr. Ronan in the Oklahoma
Action and in the Catsimatidis Adversary are, in reality, claims
against the Debtors themselves, thus the counsel representing the
Debtors could easily represent Mr. Ronan as well.  Karen McKinley,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware, points out that even if Mr. Ronan indeed
require separate counsel, the Debtors have not established any
benefit to their estate.  The Debtors should not expend estate
resources needlessly, regardless of the amount, Ms. McKinley
asserts.

The OPC, accordingly, asks the Court to deny the Debtors' request.

The TCR previously reported that SGGP sued Mr. Ronan in the
Oklahoma Action for his alleged refusal to accept the direction of
SGGP's management committee, in violation of SGGP's operation
agreement.  The Debtors, in an adversary proceeding against the
Catsimatidis Group, successfully sought the Bankruptcy Court's
injunction of the Oklahoma Action.  Thereafter, the Catsimatidis
Group amended its answer in the Catsimatidis adversary to include
certain third party claims against Mr. Ronan.  The Catsimatidis
Group filed against Mr. Ronan claims for breach of loyalty.  The
Catsimatidis Group also asserted that it is authorized to direct
Mr. Ronan's actions in regard to the Debtors' reorganization.  Mr.
Ronan has incurred, and will continue to incur, legal fees and
expenses to defend himself, L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, says.  Pursuant to
the Second Amended and Restated Agreement of Limited Partnership
of SemGroup effective as of April 2005, as amended; the Operating
Agreement of SemManagement, L.L.C., effective as of October 2003,
as amended; and Mr. Ronan's Employment Agreement dated March 2008
with SemManagement, Mr. Ronan is entitled to indemnification for
these fees and expenses, she notes.  "The claims of the
Catsimatidis Group against Mr. Ronan in the Oklahoma Action and
Catsimatidis Adversary are, in reality, claims against the Debtors
themselves," she says.  "Thus, in defending himself against their
claims, Mr. Ronan is defending the Debtors' reorganization process
itself," Ms. Good tells the Court.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SILVEROAK HOLDINGS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Karen Robinson-Jacobs at The Dallas Morning News reports that
Silveroak Holdings Ltd. has filed for Chapter 11 protection.

The Dallas Morning relates that Silveroak Holdings President Bob
Samobol said that Silveroak Holdings' bankruptcy stemmed from a
failed restaurant venture in Denver's Cherry Creek.  Citing Mr.
Sambol, The Dallas Morning states that almost $2 million was spent
to open the Denver Bob's restaurant and to pay lease guarantees.
"Coupled with the downturn in the economy, it got to be too much
for me to handle," the report quoted Mr. Sambol as saying.

According to The Dallas Morning, Silveroak Holdings listed more
than 100 creditors and liabilities of more than $1 million, which
include $300,000 owed to investor Lee Thompson of Southlake, a
debt that led to a theft charge filed in March 2009.

The Dallas Morning says Mr. Samobol was charged with felony theft
two months ago.  According to the report, Mr. Samobol allegedly
used the money meant for the expansion of the restaurant for
another purpose.  The report states that Mr. Sambol and his
attorney asserted that the case should be handled in civil court
and not as a criminal matter.  Silveroak Holdings' bankruptcy had
nothing to do with the criminal case, the report cites Mr. Sambol
as saying.

Plano, Texas-based Silveroak Holdings Ltd. owns Bob's Steak & Chop
House.


SILVEROAK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Silveroak Holdings, Ltd.
           aka Bob's Steak & Chop House Restaurant
        4300 Lemmon Avenue
        Dallas, TX 75219

Bankruptcy Case No.: 09-33211

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Debtor's Counsel: Mark H. Ralston, Esq.
                  The Ralston Law Firm
                  2603 Oak Lawn AvenueSuite 230, LB 2
                  Suite 230, LB 2
                  Dallas, TX 75219-9109
                  Tel: (214) 295-6416
                  Fax: (214) 281-8720
                  Email: ralstonlaw@gmail.com

Estimated Assets: $0 to $50,000

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/txnb09-33211.pdf

The petition was signed by Robert J. Sambol, president of the
Company.


SKINNER ENERGY: Simpson Thacher Gets Favorable Ruling for Insurers
------------------------------------------------------------------
Simpson Thacher & Bartlett LLP obtained a favorable ruling from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
for its client, Travelers Casualty and Surety Company, and other
insurers involved in the Skinner Engine Co. bankruptcy case -- an
8-year-old asbestos bankruptcy matter -- sustaining the insurers'
positions and acting sua sponte to convert the case to Chapter 7.

The Court's ruling is significant in its rejection of joint
efforts by a debtor and counsel for asbestos claimants to bind
insurers to a collusive settlement of asbestos claims in the
context of a Chapter 11 plan.

The Skinner decision arose after repeated, failed attempts by
Skinner and asbestos claimants to propose plans of reorganization
designed to circumvent insurance provisions, particularly those
regarding the insurer's right to defend and settle claims,
cooperation clauses, and consent-to-settlement provisions.

In the latest attempt, Skinner and the claimants proposed a plan
that sought to install a "trustee" to oversee the distribution of
insurance proceeds to claimants in accordance with a "settlement"
between Skinner and the asbestos claimants.  This so-called
"settlement" embodied in Skinner's "Fifth Plan" established a
bizarre procedure whereby insurers would have limited ability to
contest a claimant's demand for compensation and ultimately would
be required to participate in a "baseball" arbitration to resolve
any disputes on a record consisting exclusively of only evidence
submitted by each claimant.

This Fifth Plan further provided for the debtors to collect a 20%
"surcharge" from every payment made to asbestos claimants by
Skinner's insurers, thereby incentivizing the debtor to "sabotage
its own defense or, more aptly, the Insurers' defense" of asbestos
claims.

On behalf of Travelers, Simpson Thacher argued that the disclosure
statement for this proposed Fifth Plan should not be approved
because, inter alia, the plan abrogated Travelers' contractual
rights to control the defense and settlement of claims, breached
the cooperation clause, and violated the Bankruptcy Code.  Other
insurers raised similar arguments.

The Court agreed with the insurers' position, denied Skinner's
motion to approve the disclosure statement for the Fifth Plan,
concluded that the debtor and asbestos claimants were unable to
effectuate a confirmable plan within a reasonable period of time
and, on the Court's own motion, converted the case to one under
Chapter 7 of the Bankruptcy Code.  Among other things, the Court
found that the "settlement" embodied in the Fifth Plan was
collusive, unreasonable, and not entered into in good faith, and
that the Fifth Plan, if confirmed, would breach the insurers'
rights to control the settlement and defense of the asbestos
claims thereby voiding coverage.

The Simpson Thacher team was comprised of partner Andrew Amer,
senior counsel Elisa Alcabes and Kathrine McLendon, and associates
Marsha Yee, Chad Atlas, and Donald Conklin.

                        About Simpson Thacher

Simpson Thacher & Bartlett LLP -- http://www.simpsonthacher.com--
is a leading global law firm with offices in New York, Beijing,
Hong Kong, London, Los Angeles, Palo Alto, Tokyo, and Washington,
D.C.  Established in 1884, the Firm has more than 800 lawyers.
Globally, the Firm provides coordinated legal advice on the
world's largest and most complex corporate transactions and
litigation matters.

                          About Skinner

Skinner Engine Co., one of Erie, Pa.'s oldest industrial
companies, filed for Chapter 11 protection, as reported in the
Troubled Company Reporter on April 26, 2001.  Mike McInchak,
president of United Auto Workers Local 1697, said that the Company
was forced to seek protection because it was facing slow orders
and a number of customers who haven't paid their bills.  The
Company dates back to 1868 where it began its business building
steam engines.  Since that time it has built gas engines and
eventually began building turbines for power generation and
mixers.


SOUTHEASTERN INCOME: Cash Collateral Hearing Adjourned to July 2
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
adjourned the hearing on Southeastern Income Properties, Inc. and
Gulf South Income Properties, Inc.'s request for cash collateral
use to July 2, 2009, at 4:00 p.m.  It will be held at Courtroom
9B, Sam M. Gibbons U.S. Courthouse, at 801 N. Florida Avenue, in
Tampa, Florida.

CWCapital Asset Management, LLC, in its capacity as special
servicer for State Street Bank and Trust Company, as trustee, for
the registered holders of Merrill Lynch Mortgage Investors, Inc.,
Mortgage Pass-Through Certificates, Series 1996-C2 asked the Court
to terminate the Debtors' access to the cash collateral.

CWCapital holds a security interest of $14 million in the Debtors'
assets to secure a mortgage.

CWCapital asserts that the Debtors' use of the cash collateral
violates the Bankruptcy Code because they are using the cash
collateral to operate a hotel.  CWCapital adds that it has not
consented to the Debtors' use of the cash collateral, and argues
that the Debtors themselves have not obtained court approval to
use the cash collateral.

The Debtors propose to grant CWCapital adequate protection for its
interests in the cash collateral in the form of (i) a postpetition
lien on the assets to the same extent, validity and priority as
that which existed prepetition; and (ii) payment of net proceeds
up to the amount of contractual non-default rate of interest
confirmation of the Plan.

             About Southeastern Income Properties, Inc.

Tampa, Florida-based Southeastern Income Properties, Inc., dba
EconoLodge and Gulf South Income Properties, Inc. filed for
separate Chapter 11 on May 1, 2009 (Bankr. M. D. Fla. Lead Case
No. 09-09079).  Buddy D. Ford, P.A., represents the Debtors in
their restructuring efforts.  The Debtors listed assets between
$100 million to $500 million and debts between $500,000 to
$1 million.


ST ANTHONY FISH: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: St Anthony Fish Farm Inc
          dba St Anthony Trailer Park
        67075 Highway 111
        Mecca, CA 92254

Bankruptcy Case No.: 09-21240

Chapter 11 Petition Date: May 26, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Daniel C. Sever, Esq.
                  41-750 Rancho Las Palmas
                  Ste N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732
                  Email: dansever@severlegal.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
8 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/cacb09-21240.pdf

The petition was signed by Greta Balayan, president of the
Company.


TCO FUNDING: Challenging Market Conditions Cue S&P's Junk Rating
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating and probability of default rating for TCO Funding Corp., a
wholly owned finance subsidiary of Tensar Corporation, to Caa2
from B3 and the ratings on its revolving credit facility due 2010
and first lien term loan due 2012 to B3 from B1.  The rating
outlook remains negative.

The downgrade reflects Tensar's challenging end-market conditions,
declining revenues and backlog, and highly leveraged balance
sheet.  Reduced demand from North American and international
transportation, commercial and industrial construction customers
over the past twelve months has weakened Tensar's earnings and
margin performance, increased financial leverage and reduced the
company's financial flexibility.  Moody's anticipates that
challenging end market conditions will persist over the near term
and consequently, profitability is likely to remain at depressed
levels despite efforts completed in 2009 to right-size the
operating cost structure.  Moody's expects available cash to be
used to reduce first lien debt over the near term; however,
accretion on the holding company PIK notes could meaningfully
offset debt reduction activities.

The negative outlook continues to reflect an adequate liquidity
profile that is pressured by the tightening of covenants that is
set to occur in December of 2009.  Moody's currently anticipates
that covenant compliance will be difficult over the next twelve
months absent a material improvement in earnings and/or a
substantial reduction in first lien debt.

These ratings were downgraded:

  -- Corporate family rating, downgraded to Caa2 from B3;

  -- Probability of Default, downgraded to Caa2 from B3;

  -- Revolving credit facility, due October 2010, downgraded to B3
     (LGD2, 25%) from B1 (LGD2, 26%);

  -- First lien term loan, due October 2012, downgraded to B3
     (LGD2, 25%) from B1 (LGD2, 26%);

The last rating action on TCO Funding Corp. was the September 11,
2008, downgrade of the corporate family rating to B3 from B2.

Headquartered in Atlanta, Georgia, Tensar Corporation offers an
integrated suite of products and services that provide soil
stabilization, earth retention, foundation support, high
performance roadways, and erosion and sediment control.  Revenues
for the trailing twelve month period ended March 31, 2009, were
approximately $227 million.


TEREX CORPORATION: Moody's Downgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Terex Corporation
-- Corporate Family and Probability of Default Ratings to B2 from
Ba3.  In a related action, Moody's lowered Terex's Speculative
Grade Liquidity rating to SGL-3 from SGL-2.  The outlook is
negative.  In taking these actions Moody's noted that Terex's
fundamental business position as a manufacturer of heavy equipment
for the mining, construction, infrastructure, and energy markets
remains strong.  However, the severe cyclical downturn across its
business segments is yielding weak credit metrics and could affect
the company's ability to comply with financial covenants in its
bank credit facilities.

The downgrade incorporates the severity of the downturn in Terex's
end markets due to the continued slowdown in the global economy in
addition to turmoil in the credit markets.  Moody's believes that
the non-residential construction industry, the main driver of
Terex's construction and aerial work platform businesses, will
remain weak well into 2010.  The company recently indicated that
it expects FY09 net sales to decline in the range of 40%-45%
compared to 2008, of which approximately 14% of the decline is
related to the impact of foreign currency exchange rate changes.
Backlog totaled about $2.0 billion at March 31, 2009, a year-over-
year decrease of 58.8% and a decrease of 32.9% from FYE08.
Moody's believes that the depressed outlook for Terex's end
markets coupled with reduced prospects for earnings and cash
generation over the next twelve months will likely result in
credit metrics more consistent with B2 rated issuers.

Terex is aggressively pursuing restructuring activities by
reducing its work force, adjusting global production schedules,
and rationalizing its cost structure.  The company should also
benefit from lower commodity costs for steel and other materials
used in its production processes.  Nevertheless, because of the
sharp downturn in volumes, EBITA margins, which were 6.6% through
the latest twelve months of March 31, 2009, will be only
moderately positive in 2009.  Margins should strengthen in 2010 as
the full effect of restructuring initiatives is realized, but
financial metrics will likely remain below prior levels for some
time.

Another driver of the rating action is the potential for weaker
credit metrics which may impair Terex's ability to maintain
compliance with financial covenants in its credit agreements.
This concern is reflected in the downgrade of the speculative
grade liquidity rating to SGL-3 from SGL-2 as well as the
positioning of rating outlook as negative.  Importantly, Terex
maintains a strong cash position, with cash balances of
$344.3 million at March 31, 2009.  Moreover, working capital
initiatives being pursued by management should result in free cash
flow generation during 2009.  The company's liquidity profile and
rating outlook could benefit if potential covenant pressures were
alleviated.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating lowered to B2 from Ba3;

  -- Probability of Default Rating lowered to B2 from Ba3;

  -- $895 million senior secured bank credit facility (benefiting
     from subsidiary guarantees) lowered to Ba2 (LGD2, 11%) from
     Baa3 (LGD1, 9%).

  -- $300 million senior subordinated notes due 2014 (benefiting
     from upstream guarantees) lowered to B2 (LGD4, 57%) from Ba2
      (LGD3, 37%).  The B2 rating is one notch higher than
     otherwise indicated by Moody's LGD model since the LGD
     assessment for the instrument is at the margin of the rating
     range and would have the potential to move toward the B2
     rating with only minor changes in the capital structure.

  -- $800 million senior subordinated notes due 2017
     (unguaranteed) lowered to Caa1 (LGD5, 85%) from B1 (LGD5,
     77%).

The company's speculative grade liquidity rating was lowered to
SGL-3 from SGL-2.

The rating could be further downgraded if Terex is unable to
adequately adapt its business to market conditions and restore
credit metrics to ensure EBIT/interest expense comfortably exceeds
1.0x and debt/EBITDA is trending below 5.0x (all ratios adjusted
per Moody's methodology).  The rating could also be adversely
affected if the company's liquidity profile were to deteriorate in
any way.

A rating upgrade is unlikely until market conditions improve, but
stabilization of the rating outlook could occur if the company
were able to improve the cushion in its covenant compliance while
continuing to adjust its cost structure to the weak market
conditions.  Over time, credit metrics that could suggest a
potential for upward rating movement would be EBIT/interest
expense around 2.0x and debt/EBITDA below 4.0x

The last rating action was on March 30, 2009 at which time Moody's
lowered Terex's Corporate Family Rating to Ba3 and changed the
outlook to negative.

Terex Corporation, headquartered in Westport, Connecticut, is a
diversified global manufacturer supporting the construction,
mining, utility and other end markets.  Revenues for the last
twelve months through March 31, 2009 totaled approximately
$8.8 billion.


TH PROPERTIES: Section 341(a) Meeting Scheduled for June 8
----------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of TH Properties LP and its debtor-
affiliates on June 8, 2009, at 2:00 p.m., Office of the U.S.
Trustee, Meeting Room, Suite 501, 833 Chestnut Street in
Philadelphia, Pennsylvania.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                     About T.H. Properties, L.P.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


TIERRA DEL SOL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tierra Del Sol Resort, Inc.
        12203 Wild Iris Way #111
        Orlando, FL 32837
        fdba Sunstone Golf Resort Inc.

Bankruptcy Case No.: 09-07266

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        TDS Town Homes (Phase 1), LLC              09-07268
        Human Crisis Outreach, Inc.                09-07270
        TDS Town Homes (Phase 2), LLC              09-07271
        Costa Blanca I Real Estate, LLC            09-07272
        Costa Blanca II Real Estate, LLC           09-07274
        Costa Blanca III Real Estate, LLC          09-07275
        TDS Amenities, Inc.                        09-07277
        TDS Clubhouse, Inc.                        09-07281
        Tierra Del Sol Owners Association, Inc.    09-07282

Chapter 11 Petition Date: May 27, 2009

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

Judge: Arthur B. Briskman

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: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Resorts Construction LLC       Trade Debt          $3,635,384
2201 E. Grantview Drive
Coralville, IA 52241

Francisco Javier Rodriguez     Deposit               $336,000
901 Ponce De Leon Blvd.
Coral Gables, FL 33136

David & Sandra Clayton         Settlement            $238,790
280 West Canton Ave.
Winter Park, FL 32789

Gabriel & Osvaldo Garcia       Deposit               $223,920

Dos Reis de Herrera            Deposit               $200,571

Kuldeep & Surjit Bihal         Deposit               $189,960

Kulvarn Gill                   Deposit               $179,480

Bechara Hadad                  Deposit               $166,820

Winston & Pauline Simpson      Deposit               $149,980

Chris & Heather Gibbons        Deposit               $113,860

Suruig Ragoo                   Deposit               $111,980

Projects & Investments GV      Deposit               $110,980

Michael & Yria Latil           Deposit               $109,940

Victor & Mariela Maso          Deposit               $109,390

Dusan & Diana Golac            Deposit               $108,980

Straight Line Investments      Deposit               $107,980

Eridelcar Properties Holdings  Deposit               $104,900

Christine Ephraim              Deposit               $100,000

Michael & Katherine Catris     Deposit                $99,980

Wayne Toms                     Deposit                $99,940

The petition was signed by Simon Reynolds, president of the
company.


TOROSAN REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Torosan Realty, LLC
        P.O. Box 1271
        Port Chester, NY 10573

Bankruptcy Case No.: 09-22879

Chapter 11 Petition Date: May 27, 2009

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

Debtor's Counsel: Erica R. Feynman, Esq.
                  Jonatthan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: efeynman@rattetlaw.com

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

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

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

The petition was signed by Joseph Santoro, managing member of the
Company.


TRUMP ENTERTAINMENT: Marina's Sale to Coastal Will be Delayed
-------------------------------------------------------------
Trump Entertainment Resorts Holdings L.P. CEO Mark Juliano said
that the sale of Trump Marina to Coastal Marina LLC didn't close
on May 28 due to the harsh credit conditions, Deepa Seetharaman at
Reuters reports.

"We're still working on finalizing the details. . . .  It will
close when the credit markets improve a bit," Reuters quoted Mr.
Juliano as saying.

As reported by the Troubled Company Reporter on February 20, 2009,
Trump Marina Associates, LLC, entered into an Asset Purchase
Agreement to sell Trump Marina to Coastal Marina, LLC, an
affiliate of Coastal Development, LLC, on May 28, 2008.  On
October 28, 2008, the parties entered into an amendment to the APA
to modify certain terms and conditions of the APA.

According to Reuters, Coastal Marina planned to revamp the Trump
Marina under the Margaritaville name and offered $316 million for
the property, but later lowered the bid to $270 million.

Reuters states that Trump Marina reserves the right to terminate
the agreement on May 28, 2009.  Citing Mr. Mr. Juliano, Reuters
says that the agreement was reached under a very different
economic circumstances.  The report quoted Mr. Juliano as saying,
"I don't think it was they couldn't find the financing. It was
that it was too expensive."  According to the report, Mr. Juliano
said that the sale would be a "deleveraging event" for Trump
Entertainment and would reduce its dependence on Atlantic City.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TUCSON HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tucson West Hotel Associates, L.L.C.
        c/o Sally M. Darcy
        McEvoy Daniels & Darcy P.C.
        4560 East Camp Lowell Drive
        Tucson, AZ 85712
        Tel: (520) 326-0133

Bankruptcy Case No.: 09-11440

Chapter 11 Petition Date: May 27, 2009

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

Debtor's Counsel: Sally M. Darcy, Esq.
                  McEvoy Daniels & Darcy PC
                  Camp Lowell Corporate Center
                  4560 East Camp Lowell Drive
                  Tucson, AZ 85712
                  Tel: (520) 326-0133
                  Fax: (520) 326-5938
                  Email: DarcySM@aol.com

Estimated Assets: $10,000,001 to $50,000,000

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

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


ULTRAPETROL LIMITED: Moody's Gives Negative Outlook on 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Ultrapetrol (Bahamas) Limited to negative from stable and affirmed
the existing B2 corporate family and $180 million 2014 senior
secured notes ratings.

The negative outlook reflects: 1) lower than previously expected
earnings near-term from weaker mining activity and drought
conditions in regions served by Ultrapetrol's River business; 2)
less robust rates currently being earned by some vessels of the
Ocean segment are pressuring earnings; 3) potential for rate
declines on three of Ultrapetrol's existing platform supply
vessels whose North Sea charters expire in 2009.  The softer than
expected earnings combined with additional debt to finance four of
the seven PSVs under construction and River segment expansion
projects could push credit metrics to maximum levels for the
existing B2 rating.  The potential for capital spending beyond
what has been announced, for rate pressure to be sustained with
the weak global economy, and for further stock repurchases adds
uncertainty to de-levering prospects.

The affirmation favorably reflects: 1) the existence of forward
freight agreement derivative contracts in the company's Ocean
segment that should help ensure respectable day rates (currently
higher than spot) earned on some of company's chartered vessels in
2009 and 2010, which will help support earnings; 2) an adequate
liquidity profile stemming from the presence of ship financing
commitments to cover four of the seven PSV newbuilds, and
$88 million of unrestricted cash on hand as of March 31, 2009.

Moody's last rating action on Ultrapetrol occurred April 11, 2008,
when the ratings were affirmed.

Ultrapetrol (Bahamas) Limited, Bahamian corporation headquartered
in Nassau, Bahamas, is a diverse international marine
transportation company.  The company operates in three segments:
River, Ocean, and Offshore Supply.  Last twelve months ended
March 31, 2009, revenues were $294 million.


US ENERGY: GBGH Plan Confirmed; Expects June 2009 Effective Date
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court for the
Southern District of New York has approved the modified second
amended Chapter 11 plan of reorganization of GBGH LLC, a U.S.
Energy Systems debtor-in-possession affiliate.  The Plan should
become effective sometime in June 2009.

According to BankruptcyData.com, classes 1 and 2 voted to accept
the Plan.  Holders of Class 6 interests, however, are conclusively
deemed to have rejected the Plan.  According to the confirmation
order, "The Plan, therefore, does not comply with Bankruptcy Code
section 1129(a)(8) of the Bankruptcy Code with respect to Class 6.
Notwithstanding the lack of compliance with Class 6, the Plan is
confirmable because it satisfies section 1129(b)(1) of the
Bankruptcy Code with respect to such Class."

As reported in the Troubled Company Reporter on May 6, 2009,
the Hon. Robert D. Drain approved the disclosure statement
dated May 1, 2009, explaining GBGH's modified second amended
Chapter 11 Plan.

Among other things, the Plan provides for holders of allowed:

  a) first lien secured claims to receive their ratable portion
     of:

     -- the new first lien credit facility in the aggregate
        principal amount of $50 million

     -- the new second lien credit facility in the aggregate
        principal amount of $15 million; and

     -- new membership interests representing 97.5% of the
        aggregate new membership interests, before giving effect
        to the exercise of any warrants; and

  b) second lien secured claims to receive their ratable portion
     of:

     -- new membership interests representing 2.5% of the
        aggregate outstanding new membership interests, before
        giving effect to the exercise of any warrants; and

     -- 100% of the warrants.

First lien secured creditors hold $116.2 million in claims while
second lien secured creditors hold $32.4 million in claims in the
Debtor.  Both creditors are expected to recover less than 100%.

The Plan further provides for the reinstatement of all allowed
other secured claims, and payment in full of all unclassified
claims and priority non-tax claims, only if, any of these claims
exist.  Holders of general unsecured claims and interest in the
Debtor will not receive any distribution under the plan.

A full-text copy of GBGH LLC's disclosure statement is available
for free at:

               http://ResearchArchives.com/t/s?3c5b

A full-text copy of GBGH LLC's modified second amended Chapter 11
plan of reorganization is available for free at:

               http://ResearchArchives.com/t/s?3c5c

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) -- http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
Company filed for Chapter 11 protection on January 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the Company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

On January 23, 2009, U.S. Energy Biogas Corp and eight of its
subsidiaries filed their respective voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  The USEB Debtors' cases are being jointly administered for
procedural purposes with the cases of the USEY Debtors.


VERSO PAPER: Moody's Assigns 'Ba2' Rating on First Priority Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Verso Paper
Holdings LLC's proposed first priority secured notes due 2014 and
revised the company's rating outlook to negative from stable.  At
the same time, Moody's affirmed Verso Paper Finance Holdings LLC's
B2 corporate family rating, SGL-2 speculative grade liquidity
rating, and the Caa1 rating on the company's senior unsecured term
loan.  The ratings for Verso Paper's senior secured revolving
credit facility and second priority senior secured notes were
affirmed at Ba2 and B2, respectively, and the rating for Verso
Paper's senior subordinate notes will be lowered to Caa1 from B3
when the proposed transaction closes.

The Ba2 rating for Verso Paper's proposed senior secured notes is
in line with the ratings on the company's existing senior secured
credit facilities.  The proposed notes will have a priority lien
on substantially all tangible and intangible assets that secure
the senior secured credit facilities, ranking pari passu with all
existing and future senior debt, senior in right of payment to
second priority senior secured notes to the extent of collateral
and senior to all existing and future subordinated debt.  The
notes will be guaranteed by all the existing and future
subsidiaries that guarantee the senior secured credit facilities.
The net proceeds from the proposed note offering will be used to
refinance the company's existing senior secured term loan and pay
down a portion of the company's senior secured revolver
borrowings.  The increased amount of secured debt as a result of
the proposed notes will cause the ratings on the existing senior
subordinated notes to be lowered one notch to Caa1.

The revised rating outlook, to negative, reflects the challenging
conditions in the coated paper market and the possibility that
Verso's ratings could be downgraded with further deterioration in
the company's operating and financial performance.  The company
has faced significant volume declines, incurred significant
downtime costs, and despite efforts to manage supply, lower
product prices.  For the next few quarters, Moody's expects
operating margins to be subject to further compression as coated
paper prices continue to decline due to the significant pull back
in demand.

Verso's B2 corporate family rating reflects the company's
relatively low cost asset base and its scale as the second-largest
producer of coated papers in North America.  Key credit challenges
for Verso include the company's large debt position which
constrains its financial flexibility, its single product line and
geographic focus and the current unfavorable demand and pricing
trends in the coated paper industry.  Moody's expects the
currently challenging industry conditions in both coated paper and
market pulp to prevail over the near term concurrent with the
global economic slowdown.  Moderating input costs and anticipated
realizations under the company's cost reduction program may
provide some partial offset.

The proposed note offering and amended credit facility enhance
Verso's liquidity position, which supports Moody's SGL-2
speculative grade liquidity rating.  In conjunction with the note
offering, the company is amending its secured revolving credit
facility by eliminating the maintenance covenant, and a portion of
the note offering will be used to pay down a portion of the
revolver borrowings.  Verso's liquidity position weakened
significantly in the first quarter with cash reducing to
$17 million from $120 million in the fourth quarter 2008,
primarily as a result of working capital uses.  Verso has no
significant debt maturities until 2014 as the proposed notes
extend the maturity of Verso's debt.

Downgrades:

Issuer: Verso Paper Finance Holdings LLC

  -- Senior Unsecured Bank Credit Facility, Downgraded to LGD6,
     95% from LGD6, 93%

Issuer: Verso Paper Holdings LLC

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa1, LGD5, 85% from B3, LGD4, 69%

  -- Senior Secured Bank Credit Facility, Downgraded to LGD2, 15%
     from LGD2, 11%

Assignments:

Issuer: Verso Paper Finance Holdings LLC

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 15
     - LGD2 to Ba2

  -- Senior Secured Regular Bond/Debenture, Assigned Ba2

Outlook Actions:

Issuer: Verso Paper Finance Holdings LLC

  -- Outlook, Changed To Negative From Stable

Issuer: Verso Paper Holdings LLC

  -- Outlook, Changed To Negative From Stable

Moody's last rating action was on February 6, 2007 when Moody's
assigned a Caa1 rating to Verso Finance's new $250 million senior
unsecured term loan, a B2 corporate family rating to Verso Finance
and downgraded the rating on Verso Paper's senior secured bank
credit facility to Ba2 from Ba1.

Verso Finance is a holding company whose sole asset is an
indirect, wholly-owned interest in Verso Paper, a Memphis,
Tennessee based integrated producer of coated and supercalendered
publication papers.  Verso Finance is an indirect, wholly-owned
subsidiary of Verso Paper Corporation, the publicly traded entity.
Verso Paper, Verso Finance and Verso Paper Corporation together
are referred to as Verso.


VINEYARD CHRISTIAN: Malibu City Submits $15 Million Bid for MPAC
----------------------------------------------------------------
Olivia Damavandi at Malibu Times reports that the City of Malibu
has submitted a $15 million bid for Vineyard Christian Fellowship
of Malibu's Malibu Performing Arts Center.

MPAC, says Malibu Times, will be auctioned on June 15.  According
to Malibu Times, Malibu is considering making MPAC as its
permanent city hall.

Malibu Times relate that a January 2008 appraisal values MPAC at
$27.6 million.  The report states that included with the sale MPAC
are Vineyard Christian's assets, which include the high-tech
recording equipment inside a Stuart Ranch Road building.

Citing Malibu Mayor Andy Stern, Malibu Times reports that the city
believes that $15 million "is a very fair price for the purchase
of a building that will become Malibu's city hall.  If the city is
the successful bidder at the auction, the city will issue
certificates of participation to fund the purchase."

Malibu Times states that the city's offer was chosen as the first
bid by Jeffrey I. Golden, the Chapter 11 trustee for the
bankruptcy estate of Vineyard Christian, to encourage bidding by
other interested parties.  According to the report, the city had
offered to purchase the property in March 2009, but Jim Stang,
Vineyard Christian's bankruptcy lawyer, said that it was "too low"
and while no other formal offers to acquire the property had been
submitted, numerous parties had expressed interest.

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on September 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekval & Strok, LLP,
represents the Chapter 11 trustee as counsel.  In its schedules,
the Debtor listed total assets of $34,344,046 and total debts of
$18,670,082.


VISTEON CORP: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Visteon Corporation and certain of its U.S. subsidiaries have
voluntarily filed petitions for relief under Chapter 11 of the
U.S. Bankruptcy Code.  The petitions were filed in the U.S.
Bankruptcy Court for the District of Delaware.  No Visteon
subsidiaries or joint ventures outside the U.S. are part of the
filing.

"Visteon is taking this step to maximize the long-term value of
the Company," said Donald J. Stebbins, chairman and chief
executive officer.  "During the reorganization period, we will
seek to address our capital structure and legacy costs that are
not sustainable given the current economic environment.
The results of these actions, combined with our innovative
products and excellent product quality, will allow Visteon to
emerge a financially sound and well-positioned company."

As reported in the Troubled Company Reporter on May 14, 2009,
the Company said that there exists substantial doubt as to "its
ability to operate as a going concern and meet its ongoing
obligations as they come due."  The Company said it had commenced
discussions with lenders regarding the restructuring of the
Company's capital structure, and that among the restructuring
alternatives being considered was a voluntary bankruptcy filing
under Chapter 11 of the U.S. Bankruptcy Code.

Visteon expects to fund its operations with its U.S. cash balance,
cash flows from operations and a debtor-in-possession facility.
Ford Motor Company has executed a commitment letter to support
debtor-in-possession financing for Visteon's restructuring efforts
and to ensure long-term continuity of supply. Other global
customers have also expressed their support.

Concurrent with its Chapter 11 filing, Visteon has filed certain
customary "first day motions" with the court to ensure a smooth
transition into Chapter 11.  The first day motions request, among
other things, the authority to continue serving customers and
honoring customer programs, paying critical suppliers and honoring
employee obligations.

Visteon's legal advisors are Kirkland & Ellis LLP and Pachulski
Stang Ziehl & Jones; its restructuring advisor is Alvarez & Marsal
and its financial advisor is Rothschild Inc.

Visteon reported net income of $2 million, or 2 cents per share,
on sales of $1.35 billion for the first quarter of 2009.  The
first-quarter 2009 profit includes a one-time, non-cash gain of
$95 million related to the deconsolidation of the net assets
associated with Visteon UK Ltd.  For first quarter 2008, Visteon
reported a net loss of $105 million, or 81 cents per share, on
sales of $2.86 billion.  Adjusted EBITDA for first quarter 2009
was $22 million, compared with $166 million in first quarter 2008.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

The Company has assets of $4,561,000,000 and debts of
$5,311,000,000 as of March 31, 2009.


VISTEON CORPORATION: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Visteon Corporation
        One Village Center Drive
        Van Buren Township, MI 48111

Bankruptcy Case No.: 09-11786

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Visteon International Holdings, Inc.               09-11787
ARS, Inc.                                          09-11788
Fairlane Holdings, Inc.                            09-11789
Visteon Asia Holdings, Inc.                        09-11790
Visteon Automotive Holdings, LLC                   09-11792
Visteon Caribbean, Inc.                            09-11793
Visteon Climate Control Systems Limited            09-11795
Visteon Domestic Holdings, LLC                     09-11796
Visteon Electronics Corporation                    09-11797
Halla Climate Systems Alabama Corp.                09-11798
Visteon European Holdings Corporation              09-11799
Infinitive Speech Systems Corp.                    09-11800
Visteon Financial Corporation                      09-11801
MIG-Visteon Automotive Systems, LLC                09-11802
SunGlas, LLC                                       09-11803
The Visteon Fund                                   09-11804
Visteon International Business Development, Inc.   09-11805
Tyler Road Investments, LLC                        09-11806
Visteon LA Holdings Corp.                          09-11807
Visteon Global Treasury, Inc.                      09-11808
Visteon Remanufacturing Incorporated               09-11809
Visteon Global Technologies, Inc.                  09-11810
Visteon Systems, LLC                               09-11811
Visteon Holdings, LLC                              09-11812
Visteon Technologies, LLC                          09-11813
VC Aviation Services, LLC                          09-11814
Visteon AC Holdings Corp.                          09-11815
VC Regional Assembly & Manufacturing, LLC          09-11816
GCM / Visteon Automotive Leasing Systems, LLC      09-11817
GCM / Visteon Automotive Systems, LLC              09-11818

Related Information: Visteon Corporation is an automotive supplier
                     that designs, engineers and manufactures
                     innovative climate, interior, electronic and
                     lighting products for vehicle manufacturers,
                     and also provides a range of products and
                     services to aftermarket customers.  The
                     company has corporate offices in Van Buren
                     Township, Mich. (U.S.); Shanghai, China; and
                     Kerpen, Germany.  It has facilities in 27
                     countries and employs roughly 35,500 people.

                     As reported by the Troubled Company Reporter
                     on March 31, 2009, Moody's Investors Service
                     lowered Visteon's Probability of Default
                     and Corporate Family Ratings to Caa3 and Ca,
                     respectively.  In a related action, Moody's
                     also lowered the ratings of Visteon's senior
                     secured term loan to Caa2 from B3,
                     unguaranteed senior unsecured notes to C from
                     Caa3, and guaranteed senior unsecured
                     notes to Ca from Caa2.  Visteon's Speculative
                     Grade Liquidity Rating was also lowered to
                     SGL-4 from SGL-3.  The outlook remains
                     negative.

                     On March 11, Fitch Ratings downgraded the
                     Issuer Default Rating of Visteon Corporation
                     to 'C' from 'CC', indicating that a default
                     was imminent or inevitable.  The ratings were
                     removed from Rating Watch Negative, where
                     they were placed on Dec. 11, 2008.

                     The TCR said on Jan. 14, 2009, that Standard
                     & Poor's Ratings Services lowered its
                     corporate credit rating on Visteon Corp. to
                     'CCC' from 'B-' and removed all the ratings
                     from CreditWatch, where they had been placed
                     on Nov. 13, 2008, with negative implications.
                     The outlook is negative.  At the same time,
                     S&P also lowered its issue-level ratings on
                     the company's debt.

                     See http://www.visteon.com/

Chapter 11 Petition Date: May 28, 2009

Court: District of Delaware

Judge: Christopher S. Sontchi

Debtor's Counsel: James H.M. Sprayregen, P.C.
                  Marc Kieselstein, P.C.
                  James J. Mazza, Jr., Esq.
                  Kirkland & Ellis LLP
                  300 North LaSalle
                  Chicago, IL 60654
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200
                  http://www.kirkland.com

Co-Counsel:       Laura Davis Jones, Esq.
                  James E. O'Neill, Esq.
                  Timothy P. Cairns, Esq.
                  Mark M. Billion, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  http://www.pszjlaw.com/

Investment Banker
and Financial
Advisor:          Rothschild Inc.
                  1251 Avenue of the Americas, 51st floor
                  New York, NY 10020
                  Tel: (212) 403 3500
                  Fax: (212( 403 3501
                  http://www.rothschild.com/

Notice, Claims,
and Solicitation
Agent:            Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (866) 967-0260
                  http://www.kccllc.net/

Restructuring
Advisor:          Alvarez & Marsal North America, LLC
                  600 Lexington Avenue, 6th Floor
                  New York, NY 10022
                  Tel: (212) 759.4433
                  Fax: (212) 759.5532
                  http://www.alvarezandmarsal.com/

The Debtors' financial condition as of April 30, 2009

Total Assets: $4,577,027,031

Total Debts: $5,324,027,969

The Debtors listed 131,081,626 shares of common stock.  Pardus
Capital Management L.P. in New York holds 22.96% interest in the
Debtors and Donald Smith & Co. Inc. in Dearborn, Michigan, holds
6.55%.

Visteon Corp.'s 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York           Bond Debt         $450,000 000
Trust Company, N.A.
(Administrative Agent 7.00%
% Bonds)
Robert P. Kelly
Chairman and CEO
One Wall Street
New York, NY 10286
Tel: (212) 495-1784
Fax: (212) 635-1099

The Bank of New York           Bond Debt         $206,000 000
Trust Company, N.A.
(Administrative Agent 8.25%
% Bonds)
Robert P. Kelly
Chairman and CEO
One Wall Street
New York, NY 10286
Tel: (212) 495-1784
Fax: (212) 635-1099

The Bank of New York           Bond Debt         $206,000 000
Trust Company, N.A.
(Administrative Agent 12.25%
% Bonds)
Robert P. Kelly
Chairman and CEO
One Wall Street
New York, NY 10286
Tel: (212) 495-1784
Fax: (212) 635-1099

Jabil Circuit, Inc.            Trade Payable     $7,035,398
Bill Muir
Executive Vice President and
CEO, EMS Division
10560 Dr. Martin Luther King
Street North
St. Petersburg, FL 33716
Tel: (727) 577-9749
Fax: (248) 391-5348

IBM Corporation                Trade Payable     $5720 391
Mark Loughridge
CFO, Senior VP
One New Orchard Road
Armonk, NY 10504
Tel: (914) 499-1900
Fax: (914) 765-7382

Freescale Semiconductor        Trade Payable     $4,412,236
Henri Richard
Senior Vice President, Chief
Sales and Marketing Officer
Freescale
7700 W. Parmer Lane
Austin, TX 78729
Tel: (800) 521-6274
Fax: (480) 814-4147

Ozura Corp.                    Trade Payable     $3,105,264
Hiroshi Akashi
President
11th Floor, JP Building
Nibombashi Muromachi 3-4-4
Chuo-ku, Tokyo 103-0022
Japan
Tel: 81-3-3231-8592
Fax: 81-3-3270-8560

OAD Inc.                       Trade Payable     $2,405,819
Pam Lopker
President and COO
100 Innovation Place
Santa Barbara, CA 93108
Tel: (805) 684-6614
Fax: (805) 565-4202

SL Alabama                     Trade Payable     $2290 206
Y.K. Woo
President and CEO
312 Frank L. Diggs Drive
Clinton, TN 37716
Tel: (865) 259-6000
Fax: (865) 457-0475

AT&T                           Trade Payable     $2,066,576
Richard Lindner
CFO
208 S. Akard Street
Dallas, TX 75202
Tel: (214) 821-4105
Fax: (214) 741-1098

Hollingsworth Logistics        Trade Payable     $1,945,173
Management
R. James LaPointe
President
14225-A W. Warren Ave.
Dearborn, MI 48126
Tel: (313) 768-1400
Fax: (313) 584-8956

Brown Com. of America          Trade Payable     $1,912,962
Don Dees, President
401 S. Steele Street
Ionia , MI 48846
Tel: (616) 527-4050
Fax: (616) 527-3385

Unigraphics Solutions          Trade Payable     $1,737,814
Phillip Taylor
President
2550 Matheson Boulevard E
Suite 130
Mississauga, ON L4W 4Z1,
Canada
Tel: (905) 212-4500
Fax: (905) 212-4502

SAP America. Inc.              IT Accrual        $1,706,883
William R. McDennott
President and Chief Executive
Officer
3999 West Chester Pike
Newtown Sq., PA 19073
Tel: (610) 661-1000
Fax: (610) 661-4013

Nissan Trading Corp. USA       Trade Payable     $1,506,665
Taichi Matsuda
President
1974 Midway Lane
Smyra, TN 37167
Tel: (615) 220-7100
Fax: (615) 220-8878

Panasonic Corporation          Trade Payable     $1,395,501
Yasutaka Kanamori
Chairman and CEO
5105 South National Drive
Lenoxville, TN 37914-6527
Tel: (865) 673-0700
Fax: (865) 673-0309

Fraen Corp.                    Trade Payable     $1,310,318
David Cohen
Business Director
80 Newcrossing Road
Reading,MA 01867
Tel: (781) 205-5300
Fax: (781) 942-2426

SCA Incorporated               Trade Payable     $1,148,272
Woo Jong Koh
President
764 W. Veterans Blvd.
Auburn, AL 36832-6939
Tel: (334) 887-6720
Fax: (334) 321-1198

Leon Plastics Inc.             Trade Payable     $1,067,646
Thomas Pykosz
President
4901 Clay Avenue, SW
Grand Rapids, MI 49501
P: 616-531-7970
F: 616-531-3393

Kantus Corporation             Trade Payable     $1,044,457
Masaharu Sato
President
201 Garrett Parkway
Lewisburg, TN 37091-3552
Tel: (931) 359-4001
Fax: (931) 359-2151

Kenwood Electronics            Trade Payable     $934,366
Latin America
Haruo Kawahara
CEO
Dogenzaka l-chorne
Shibuya-ku, Tokyo
Tel: 81-42-646-5111
Fax: 8142-646-7960

Ciber,Inc.                     Trade Payable     $912,766
MacJ. Slingerlend
President, CEO, Secretary,
and Director
6363 S. Fiddler's Green Circle
Suite 1400
Greenwood Village, CO 80111
Tel: (303) 220-0100
Fax: (303) 220-7100

Matsu Alabama, Inc.            Trade Payable     $869,991
Arthur G. Artuso
Chief Executive Officer
9650 Kellner Rd. SW
Huntsville, AL 35824-1 713
Tel: (256) 772-5888
Fax: (256) 772-6090

Satyam Computer                Trade Payable     $865,904
Servuces Ltd.
G. Jayaraman
Global Head, Corporate
Governance and Company
Secretary
Satyam Technology Center
Survey No. 6211A, Qutubullapur
Manda
Bahadarpallay Village, R.R.
District
Hyderabad 500043, India
Tel: 91-40-3063-3535
Fax: 91-40-2309-7515

Shotic America Corp.           Trade Payable      $813,495
Furnihiko Ohmi
President
10500 Oday Harrison Road
Mount Sterling, OH 43143
P: 740-869-3333
F: 614-869-3309

Gul Technologies               Trade Payable      $796,945
Singapore Limited
Kik Teng Guan
Chief Executive Officer and
President
9 Oxley Rise
#03-02 The Oxley
Singapore 238797
Tel: 65-6223-7211
Fax: 65-6224-1085

Summit Polymers Inc.           Trade Payable      $705,774
James Haas
President
6715 South Sprinkle Road
Portage, MI 49002
Tel: (269) 324-9330
Fax: (859) 498-7567

PSS Hong Kong Ltds.            Trade Payable      $687,688
Brenda Li
Queen's Road, 51-55/F Cheung
Kong Center
Hong Kong 000852CN
Tel: 86-755-82688308
Fax: 86-755-25189110

Janesville Acoustics           Trade Payable      $673,966
Srivas Prasad
VP, Commercial Operations
25330 Telegraph Road Raleigh
Officentre- Suite 150
Southfield, NU 48033
Tel: (248) 948-1811
Fax: (248) 948-1822

Pension Benefit Guaranty Co.   Pension Liability  Undetermined
Department of Insurance
Supervision and Compliance
Terrence M. Deneen
Chief Insurance Program Officer
1200K Street, N.W.
Washington, DC 20005-4026
P: 800-736-2444
F: 202-842-2643

The petition was signed by William G. Quigley, III, chief
financial officer and executive vice president.


WATERMARK MARINA: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Watermark Marina of Snake Creek, LLC
        5110 Hillside CR #200
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 09-20220

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Glenn D Moses, Esq.
                  100 SE 2 St #4400
                  Miami, FL 33131
                  Tel: (305) 372-2522
                  Fax: (305) 349-2310
                  Email: gmoses@gjb-law.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 9 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb09-20220.pdf

The petition was signed by Curtis Berrien, manager of the Company.


WILLIAM J. LOPSHIRE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: William J. Lopshire
        6930 Solano Verde Drive
        Somis, CA 93066

Bankruptcy Case No.: 09-11957

Chapter 11 Petition Date: May 26, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Martin J. Brill, Esq.
                  10250 Constellation Blvd
                  Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  Email: mjb@lnbrb.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. Lopshire's petition, including a list of
his largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/cacb09-11957.pdf

The petition was signed by Mr. Lopshire.


WOOD STREET COMMONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Wood Street Commons Associates
        9189 Marshall Road
        Cranberry Twp, PA 16066

Bankruptcy Case No.: 09-23843

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

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

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pawb09-23843.pdf

The petition was signed by D. Thomas Mistick.


* Laureen Ryan Joins Alvarez & Marsal as Managing Director
----------------------------------------------------------
Laureen M. Ryan has joined Alvarez & Marsal as a managing director
in New York where she is responsible for expanding the Dispute
Analysis & Forensic Services business.  A&M is one of the leading
independent global professional services firms specializing in
performance improvement, turnaround management and business
advisory services.

For more than 25 years, Ms. Ryan has led numerous complex multi-
national investigations and has presented her findings to the
Securities and Exchange Commission, the New York State Banking
Department and the U.S. Bankruptcy Court.  She has provided oral
and written testimony in civil and criminal matters in various
venues in the U.S. and the ICC International Court of Arbitration
in cases involving economic, accounting, auditing, financial,
valuation, regulatory, fraud and bankruptcy related issues.  Ms
Ryan has also conducted investigations, pursued litigation and
resolved complicated business matters in her fiduciary roles as
Chapter 11 Trustee, Responsible Officer and Liquidating Trustee
and served as a mediator for the Supreme Court of the State of New
York.

"In every economic cycle, businesses across the industry spectrum
face the need for expert financial investigation and litigation-
related services," said Bryan Marsal, co-founder and Co-CEO of
A&M.  "In the current economic climate, we've seen an
unprecedented number of ponzi schemes, regulatory interventions
and lawsuits, and a surge in the demand for our expertise.  We are
delighted that Laureen is joining us in New York.  She is a world-
class talent in the investigation and litigation business with
deep experience across a wide range of industries."

Mr. Marsal, who currently serves as the interim CEO of the Lehman
Brothers Estate added, "In order to keep pace with demand, A&M's
Dispute Analysis & Forensics practice is expanding in key markets
around the world including New York, Chicago, Washington D.C.,
London and Germany, among others.  The firm is well positioned to
provide clients around the globe with the expert services they
need to navigate complex investigations and disputes."

Prior to joining A&M, Ms. Ryan was a Senior Managing Director at
FTI Consulting providing investigation and disputes services.  She
was also instrumental in building FTI's Forensic & Litigation
Consulting practice and held various executive leadership
positions, including Northeast Regional Leader and Global
Expansion Leader.  She began her career at Ernst & Young (E&Y)
where she provided audit and advisory services in New York and
London and was a member of E&Y's National Financial Services group
providing accounting, auditing and regulatory advice for the U.S.
and abroad.

"A seasoned advisor, Laureen has worked with a range of boards,
corporations and stakeholders to help resolve high stakes
financial, regulatory and legal issues," said Bill Abington, a
managing director and head of A&M Dispute Analysis & Forensic
Services.  "Her leadership experience and extensive skill set will
help solidify our foundation as a market leader in forensic
investigations and dispute consulting services on a global scale."

Ms. Ryan earned a bachelor's degree in accounting and economics
from SUNY at Oswego. She is a Certified Public Accountant,
Certified Fraud Examiner, Accredited Business Valuer, Certified
Distressed Business Valuer, and Certified Insolvency and
Restructuring Advisor.  Her professional affiliations include:
American Institute of CPAs, New York State Society of CPAs,
Association of CFEs and Association of Insolvency and
Restructuring Advisors.  She is also a founder and member of the
International Women's Insolvency & Restructuring Confederation
which has nearly 850 members globally.

                    About Alvarez & Marsal
             Dispute Analysis & Forensic Services

For 25 years, Alvarez & Marsal -- http://www.alvarezandmarsal.com/
-- a global professional services firm, has set the standard for
working with organizations to solve complex problems, improve
performance, drive critical change and maximize value for
stakeholders.  The firm has nearly 1600 professionals in offices
across North America, Europe, the Middle East, Asia, and Latin
America.

Although most visible for restructuring engagements, A&M has
amassed a diverse group of seasoned professionals with deep
financial, accounting, economic, regulatory, industry and
technical expertise around the globe who provide investigation and
litigation services in cases such as Lehman Brothers and
Washington Mutual.  This group includes forensic accountants;
certified public accountants and chartered accountants; certified
fraud examiners; former chief executives; former SEC, Financial
Services Authority, and Officer of the Comptroller of the Currency
professionals; PHD economists; interim management professionals;
banking and securities professionals; chartered financial
analysts; and forensic technology specialists.  A&M provides
critical assistance in litigation and arbitration, financial
investigations and restatements and forensic technology.
A founder of the modern day restructuring industry, Alvarez &
Marsal has been honored numerous times by the Turnaround
Management Association and has been recognized as one of the top
ten best firms to work for by Consulting Magazine.


* BOOK REVIEW: Merger Takeover Conspiracy, A Business Story
-----------------------------------------------------------
Author: David J. Thomsen
Publisher: Beard Books
Softcover: 379 pages
List Price: $34.95
Review by Henry Berry

Although fiction, Merger Takeover Conspiracy has the feel of
actual events.  The realism is quickly established with
introductory material that includes a map of the United States
showing the routes of western railroads and a financial statement
with notes that looks like an authentic corporate report. Above
all, however, Merger Takeover Conspiracy is a compelling narrative
with aspects of a murder mystery within a modernday business story
of greed, ruthlessness, and duplicity.  The book begins with
Richard Smith, manager of corporate security of Arrow Corporation,
destroying company documents in a "materials shredder" with
diamondtipped mechanical gears that can pulverize typewriters,
file cabinets, and tape spools; thus ridding Arrow of office
equipment that could be linked to incriminating documents.  While
musing on how his task of destroying office equipment secures his
place in the corporation by binding him to certain ambitious,
underhanded top corporate personnel with their shared involvement
in criminal acts, Smith is knocked unconscious and stuffed into
the shredder himself.  From such suspenseful beginnings, the story
continues to follow the maze of feigns and dirty tricks, the
betrayals and ignorance, the concerns and ruthlessness, the
coolly-done crimes and desperate measures of many individuals
connected in varying degrees to Arrow Corporation's ambitious goal
of acquiring the three largest railroads in the Western United
States and merging them into one colossal system under Arrow's
aegis.  Business executives, housewives, the corporate jet pilot,
an outside attorney, an investment banker, and an executive
assistant are among the cast of characters helping to shed light
on the many facets of the plot.  Thomsen writes about events,
situations, and primary and peripheral characters in the business
world as convincingly and dramatically as John Grisham does about
those in the legal world.  Though Merger Takeover Conspiracy has
some sensationalistic touches, the novel is not generic, popular
entertainment.  Thomsen's novel can be read on many levels: as a
gripping crime story about brutal crimes; as a narrative of the
unfolding of a master plan for a complex, high-stakes merger; as a
portrayal of corporate society; and as a cautionary tale about the
personal tragedies caused by systematic illegal activity in large
businesses.  Although Merger Takeover Conspiracy was first
published in 1985, it reflects major stories in today's news
media.  The crimes of top executives of Tyco, Worldcom, Adelphia,
and others cannot but come into the reader's mind. Thomsen goes
well beyond the content and personalities of any news stories,
however, to shed a critical light on how such events could occur
in the business world.  In the convention of good mystery writing,
Thomsen keeps the reader guessing until the end.  In the end, the
guilty are exposed, but, in the larger perspective, there is no
single culprit.  Instead, the entire corporate culture is
indicted.  Some of the characters can hardly be blamed since they
were simply acting according to the principles and the goals of
the environment they were in.  David J. Thomsen has a background
in management, entrepreneurship, executive positions, and
consulting.  Much of his work has involved research, and he is the
author of hundreds of articles.


                            *********

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 ***