TCR_Public/090818.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 18, 2009, Vol. 13, No. 228

                            Headlines

10TH & VERMONT JOINT: Case Summary & 13 Largest Unsec. Creditors
ACCREDITED HOME: Court Sets October 6 General Claims Bar Date
ACCREDITED HOME: Wants Plan Filing Period Extended to October 30
ACCREDITED HOME: Panel Can Retain Elliott Greenleaf as Co-Counsel
ACCREDITED HOME: Panel Can Retain Weiser LLP as Financial Advisors

AGY HOLDING: S&P Puts 'B' Corp. Rating on CreditWatch Negative
ALL AMERICAN PLAZAS: Closes Milton Unit After Bankruptcy Filing
ALTRA NEBRASKA: Files for Chapter 11 to Sell Ethanol Facility
AMERICAN COMMUNITY: Bank of Montreal Prefers Case Conversion
AMERICAN INT'L: Board Amends By-laws on Appointment of Chairman

AMERICAN INT'L: Discloses Stake in Various Companies
AMERICAN INT'L: SEC Questioned Inconsistency on European Pacts
ASARCO LLC: Parent's New Offer Guarantees 100 Cents on Dollar
BALLY TOTAL: Amends Plan to Adjust Treatment of Voting Creditors
BALLY TOTAL: Plan Gets Overwhelming Support From Creditors

BELL DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
BLOCKBUSTER INC: Posts $36.9 Million Net Loss for July 5 Quarter
BRANCIFORTE CREEK: Case Summary & 3 Largest Unsecured Creditors
CONTINENTAL SOUTHERN: Case Summary & 20 Largest Unsec. Creditors
COOPER-STANDARD: Opposes Cooper Tire Action in Canadian Case

BANKUNITED FSB: $24MM Assets vs. $5.2BB Debts in Receivership
BB&T CORP: Fitch Affirms 'B' Individual Rating After Colonial Buy
BEARINGPOINT INC: Terminates CEO Edwin Harbach's Employment
BIO-KEY INTERNATIONAL: June 30 Balance Sheet Upside-Down by $3MM
BNY CONVERGEX: S&P Affirms 'B-' Local Currency Rating

CADENCE INNOVATION: Seeks October 20 Extension to File Plan
CANWEST MEDIA: Noteholder Group Extends Forbearance to August 28
CAPMARK FINANCIAL: Halts Voluntary Filings with SEC
CAPMARK FINANCIAL: Inks Letter Agreement with CFO & EVP Arnold
CEDAR FUNDING: Ch. 11 Trustee Probing for Claims Against Advisors

CHRYSLER LLC: Creditors' Panel Seeks Billions From Daimler
CIT GROUP: Has $1.68-Bil. Q2 Loss; Pushes Out-of-Court Plan
CIT GROUP: Tender Offer Expires, Meets Minimum Condition
CITIZENS REPUBLIC: Fitch Downgrades Issuer Default Rating to 'B+'
COLONIAL BANCGROUP: Fitch Downgrades Issuer Default Rating to 'D'

COMMERCECONNECT MEDIA: Taps Curtis Mallet-Prevost as Attorneys
COMMERCECONNECT MEDIA: Proposes Richard Layton as Co-Counsel
COMMERCECONNECT MEDIA: Selects Miller Bucker as Investment Banker
COOPER-STANDARD: Opposes Cooper Tire Action in Canadian Case
COOPER-STANDARD: Proposes A&M as Restructuring Adviser

COOPER-STANDARD: Sec. 341 Meeting Of Creditors on Sept. 10
COOPER-STANDARD: U.S. Trustee Forms 7-Member Creditors Committee
CUSTOM WOODWORKS: Case Summary & 2 Largest Unsecured Creditors
CYTOMEDIX INC: PwC Says Recurring Losses Cued Going Concern Doubt
CYTORI THERAPEUTICS: June 30 Balance Sheet Upside-Down by $880,000

DELPHI CORP: Enters Into Liquidity Pact Amendment with GM
DELPHI CORP: Exhaust Business Sale to Bienes Turgon Completed
DELPHI CORP: Non-Material Changes to GM Master Disposition Pact
DELPHI CORP: Proposes to Sell Interest in PBR Joint Venture
DELPHI CORP: Reports $603 Million Net Loss in Second Quarter

DETROIT PUBLIC SCHOOL: Buckles Under $260 Million Deficit
DOLE FOOD: Second Quarter Income Drops to $21.2 Million
DOLE FOOD: Fitch Gives Positive Outlook on $500 Mil. Offering
DOVER MOTORSPORTS: Seeks Waiver from Q3 Covenants Violations
E*TRADE FINANCIAL: S&P Puts Junk Ratings on CreditWatch

EDDIE BAUER: Panel Taps ASK Financial to Do Preference Analysis
EDDIE BAUER: Hires Brent Kugman as Chief Restructuring Officer
ELIZABETH ARDEN: S&P Downgrades Corporate Credit Rating to 'B+'
EMISPHERE TECH: Available Cash to Last Only Through August 2009
ESCADA AG: S&P Downgrades Corporate Credit Rating to 'D'

ESCADA AG: U.S. Unit Wants Schedules Deadline Moved to Sept. 28
ESCADA AG: U.S. Unit Proposes O'Melveny as Ch. 11 Counsel
ESCADA AG: U.S. Unit Proposes Kurtzman as Claims Agent
FAIRFAX FINANCIAL: Fitch Assigns 'BB+' Rating on Senior Notes
FORTRESS INVESTMENT: Posts $171MM Net Loss in Qrtr. Ended June 30

FRIEDMAN'S INC: Crescent Jewelers Name Will be Sold by CONSOR
GENERAL MOTORS: Finalizes Deal to Sell Swedish Unit Saab
GENERAL MOTORS: Loan Guarantees Conditional on Opel Sale to Magna
GEORGIA GULF: Cures Going Concern Doubt, Complies with Covenant
GEORGIA-PACIFIC LLC: S&P Puts 'BB-' Rating on CreditWatch Positive

GLOBAL SHIP: To Default on Loan Facility Aug. 31 Absent Waiver
GOODY'S LLC: Plan Admin Seeks to Recover $17 Mil. From CIT Group
GUARANTY FINANCIAL: No Longer Expects to Continue as Going Concern
GRUBB & ELLIS: Posts $32 Million Net Loss in Quarter Ended June 30
HAGERSTOWN HOTEL: Files for Chapter 11 to Dodge Foreclosure

HAIGHTS CROSS: Extends Private Exchange Offer Until August 21
HEIDTMAN MINING: Court Sets October 15 General Claims Bar Date
HEIDTMAN MINING: Gets Final Nod to Obtain $600,000 Loan from R & R
HEIDTMAN MINING: U.S. Trustee Forms 5-Member Creditors' Panel
HEIDTMAN MINING: Files Schedules of Assets and Liabilities

HERBST GAMING: May Emerge From Chapter 11 Bankruptcy This Year
HEXION SPECIALTY: S&P Cuts Ratings on Various Debentures to 'D'
HYTHIAM INC: Discloses Going Concern Doubt Due to Neg. Cash Flows
INDALEX HOLDINGS: Court Extends Plan Filing Period to October 16
INN OF THE MOUNTAIN: Moody's Downgrades Default Rating to 'Ca/LD'

INTERLAKE MATERIAL: Court Approves Private Sale of JDM Business
INTERLAKE MATERIAL: Court Confirms 2nd Amended Liquidating Plan
INTERMET CORP: Lenders Extend Sale Deal Deadline to Aug. 24
INTERMET CORP: Proposes Dissolution Beyond Plan Effective Date
INTERMET CORP: Asks Court to Approve Settlement with PBGC

I/OMAGIC CORP: June 30 Balance Sheet Upside-Down by $2 Million
JEFFERIES GROUP: S&P Affirms BB+ Preferred Stock Rating
JEFFREY ROBERT QUACKENBUSH: Voluntary Chapter 11 Case Summary
JER INVESTORS: Posts $27 Million Net Loss in Quarter Ended June 30
KENNETH HUEY FAMILY: Case Summary & 15 Largest Unsecured Creditors

LAW OFFICES OF MASRY: Case Summary & 15 Largest Unsec. Creditors
LEAR CORP: Releases 2nd Quarter Results on Form 10-Q
LEAR CORP: Terms of Proposed Chapter 11 Plan
LEAR CORP: To Seek Confirmation of Plan in November
LEAR CORP: Treatment of Claims Under Chapter 11 Plan

LEHMAN BROTHERS: U.K. Unit Had $48.8 Billion at Insolvency
LEHMAN BROTHERS: FSA Findings in Structured Products Probe Delayed
LEHMAN RE: Court Schedules Chapter 15 Hearing on September 9
LOUISIANA FILM: Misses Deadline to Answer Involuntary Bankr. Suit
LOU PEARLMAN: Ponzi Victims Won't Face Clawback Suits

LPL HOLDINGS: S&P Affirms B+ Counterparty Credit Rating
MMC ENERGY: To Present Financials on Liquidation Basis
NEW JERSEY HEALTHCARE: S&P Withdraws BB+ Rating on $11.94MM Bonds
NII CAPITAL: S&P Affirms 'BB-' Rating on Senior Unsecured Notes
NOVASTAR FINANCIAL: Posts $48.5 Million Net Loss for June 30 Qtr

NPC INTERNATIONAL: Decline in Sales Won't Affect S&P's 'B' Rating
NYC OFF-TRACK BETTING: Faces Insolvency, State Comptroller Says
OPUS WEST: Files Schedules of Assets & Liabilities
OPUS WEST: Files Statement of Financial Affairs
OPUS WEST: Opus West LP Files Schedules of Assets & Debts

OPUS WEST: Opus West LP Files Statement of Financial Affairs
PARMALAT SPA: Four Deutsche Bank Execs to Stand at Italy Trial
PARMALAT SPA: Judge Drain Extends U.S. Injunction Until Sept. 23
PARMALAT SPA: Multidistrict Litigation to Commence Oct. 13
PARMALAT SPA: Records EUR228.6 Million Profit in 1H of 2009

PEMGROUP: Offshore Entity Must be Under Receivership, Court Says
PILGRIM'S PRIDE: Court OKs $100MM Reduction of DIP Facility
PILGRIM'S PRIDE: Court OKs Syndication of $1.65 Bil. Exit Pact
PILGRIM'S PRIDE: Members of Fee Review Committee Named
PRIMUS TELECOM: Reports $25.47-Mil. Net Income for Q2

PROPEX INC: Proposes Expedited Settlement with PBGC
RANDA LUGGAGE: Launches New Men's Lines & Distribution Center
READER'S DIGEST: To Implement Equity-for-Debt Plan Through Ch. 11
REPROS THERAPEUTICS: May Need to Seek Bankruptcy Protection
RIVER ROAD: Sends InterContinental Chicago O'Hare in Ch. 11

RIVIERA HOLDINGS: June 30 Balance Sheet Upside-Down by $73 Million
RUTH JONES: Case Summary & 20 Largest Unsecured Creditors
SCHOLL FOREST: Case Summary & 20 Largest Unsecured Creditors
SEAQUEST DIVING: Circuit Court Approves $2.7MM Claim Subordination
SIMMONS CO: Bank Lenders, Noteholders Move Forbearance to Aug. 31

SKINS INC: Files for Chapter 7 Liquidation in Delaware
SPANSION INC: Court Won't Force Opening of Books to Tessera
SPANSION INC: Suspends Memorandum of Understanding With ASE
SPORTSMAN'S WAREHOUSE: Emerges From Chapter 11 Bankruptcy
STAMFORD INDUSTRIAL: Defers $1-Mil. Payment on Credit Agreement

TEMECULA VALLEY BANCORP: May Delay Ch. 7 Filing to Next Month
TERPHANE HOLDING: Moody's Withdraws All 'Caa3' Ratings
UBS AG: U.S. Extends Tax Probe to Hong Kong
UCBH HOLDINGS: Fitch Downgrades Issuer Default Rating to 'CC'
VISTEON CORP: Court OKs Cash Collateral Until September 9

VISTEON CORP: Creditors Committee Supports Retiree Benefits Halt
VISTEON CORP: Proposes Alston & Bird AS Litigation Counsel
VISTEON CORP: Proposes to Settle Avoidance Claims vs. Alston
WAVE SYSTEMS: June 30 Balance Sheet Upside-Down by $5.69 Million
WCI COMMUNITIES: Proposes Chetrit as Lead Bidder for Pompano Condo

WILLIAMS COAL: Has Distributable Income of $1.68MM for Q2
YRC WORLDWIDE: S&P Affirms 'CCC' Corporate Credit Rating

* Chinese Auto Suppliers Likely to Emerge as Global Consolidators
* Farm Values Rebound in Central U.S., Kansas City Fed Says
* Station Casinos, Cooper-Standard Led Bankruptcies Since Mid-July

* CSC Launches Bankruptcy Tracking Service to Help Limit Losses
* Ellsworth Joins Kurtzman as Part of Administar Consolidation
* Former Greenberg Taurig Shareholder Joins Alston & Bird
* Margolis and Marcum to Join Forces Effective September 1

* Large Companies With Insolvent Balance Sheets

                            *********

10TH & VERMONT JOINT: Case Summary & 13 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: 10th & Vermont Joint Venture Limited Partnership
        6000 Laurel Bowie Road, Suite 100
        Bowie, MD 20715

Bankruptcy Case No.: 09-00700

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Judge: Bankruptcy Judge S. Martin Teel, Jr.

Debtor's Counsel: Keith R. Havens, Esq.
                  Havens & Associates, LLC
                  2401 Research Boulvard, Suite 308
                  Rockville, MD 20850
                  Tel: (301) 947-3330
                  Fax: (301) 947-4497
                  Email: KRHEsq@aol.com

Total Assets: $1,200,055

Total Debts: $1,165,699

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

           http://bankrupt.com/misc/dcb09-00700.pdf

The petition was signed by Aaron B. Ruderman.


ACCREDITED HOME: Court Sets October 6 General Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established October 6, 2009, at 5:00 p.m. as the general bar date
for the filing of proofs of claim in Accredited Home Lenders
Holding Co., et al.'s bankruptcy cases, and October 28, 2009, at
5:00 p.m., as the bar date for the filing of proofs of claim with
respect to governmental units.

Proofs of claim must be filed so as to be received on the
applicable bar dates, by either mail or by hand, courier, or
overnight service, addressed to AHL Claims Processing Center c/o
Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo,
CA 90245.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- was a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the Company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ACCREDITED HOME: Wants Plan Filing Period Extended to October 30
----------------------------------------------------------------
Accredited Home Lenders Holding Co. and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive period to file a plan to October 30, 2009, and their
exclusive period to solicit acceptances thereof to December 31,
2009.

The Debtors tell the Court that they have not had sufficient time
to work with the present official committee of unsecured creditors
on negotiating a plan.  Additionally, the Debtors relate that the
Committee was only appointed on June 16, 2009, and its composition
has changed twice since it was formed.

                       About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- was a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ACCREDITED HOME: Panel Can Retain Elliott Greenleaf as Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of Accredited Home
Lenders Holding Co., and its affiliates, permission to retain
Elliott Greenleaf as co-counsel, nunc pro tunc to May 1, 2009.

Elliott Greenleaf will serve as the Committee's Delaware counsel
and conflicts counsel.

Hourly rates of the firm are:

                                         Rates
                                         -----
      Rafael X. Zahralddin-Aravena        $575
      Henry F. Siedzikowski               $565
      Brian R. Elias                      $260
      Neil R. Lapinski                    $375
      William M. Kelleher                 $400
      Shelley A. Kinsella                 $385
      Jeffrey M. Rigby                    $225
      Elizabeth A. Williams               $210
      Kristin A. McCloskey                $200
      Aron M. Pillard                     $200
      Jessi A. Adkins                     $200
      Phillip Giordano                    $175

                       About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- was a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ACCREDITED HOME: Panel Can Retain Weiser LLP as Financial Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of Accredited Home
Lenders Holding Co., and its affiliates, permission to retain
Weiser LLP as its financial advisors, nunc pro tunc to June 23,
2009.

Weiser is conducting financial investigations that are necessary
and appropriate to the Chapter 11 proceedings and is providing
assistance, including, but not limited to, analyzing the Debtors'
assets and liabilities, analyzing asset sales proposed by the
Debtors, and analyzing the Debtors' prepetition and postpetition
financing.

The billing rates for services rendered by Weiser's professionals
are:

      Partners/Directors       $350-$550
      Senior Managers/Managers $240-$420
      Seniors/Assistants       $120-$300
      Paraprofessionals         $70-$140

                       About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


AGY HOLDING: S&P Puts 'B' Corp. Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on AGY Holding Corp. on
CreditWatch with negative implications.  As of March 31, 2009 the
company had about 205 million of adjusted debt (including the
capitalized present value of operating leases).

"The CreditWatch placement takes into account the meaningful
deterioration in AGY's earnings in the second quarter in addition
to heightened uncertainties about its business prospects over the
next several quarters," said Standard & Poor's credit analyst Paul
Kurias.  S&P's concerns are based on preliminary second-quarter
earnings recently announced by the company.  The company reported
negative EBITDA of $6 million for the second quarter, a
significant deterioration from about $15 million of EBITDA
achieved in the second-quarter of 2008.  The company also reported
a 51% decline in revenue relative to the second quarter of 2008.
Revenues and earnings declined as a result of weakness in demand
across all market segments.  S&P is also concerned that liquidity
has declined.  Cash balances and availability under the revolving
credit facility added up to $16 million as of June 30, 2009,
down from $21 million as of March 31, 2009.  In addition, S&P's
CreditWatch placement follows the company's announcement that it
expects to request a five-day extension from the SEC for filing
its second quarter form 10-Q.  The company expects to file its 10-
Q by Aug. 19, 2009.

Aiken, S.C.-based AGY and its operating subsidiaries manufacture
glass yarns with varying degrees of specialization and
technological complexity.  The company's products are geared to
niche, and sometimes customized, applications in end markets that
include aerospace, defense, construction, and electronics.

S&P will resolve the CreditWatch in the next few days when the
company files its consolidated second-quarter financial results,
including details of its recent $20 million acquisition of 70% of
the shares of China-based E-glass manufacturer, Main Union
Industrial Ltd, which closed in June 2009.  S&P's review will
include an assessment of AGY's earnings prospects in 2009 and
beyond, including potential earnings from the acquisition;
liquidity; and an evaluation of management's actions to offset the
impact of a weak operating environment on earnings and liquidity.
S&P will also weigh potential acquisition-related benefits to the
business profile (including geographic diversification and
additional earnings) against potential liabilities assumed, if
any.

S&P could lower its ratings if S&P expects EBITDA to weaken
meaningfully from the levels of approximately $50 million achieved
in 2008, or if S&P anticipate that liquidity will decline from the
current $16 million level.  S&P could also lower ratings if
leverage (total debt to EBITDA) appears likely to increase to the
high-single-digits or beyond at year-end 2009, from the current
4x, with no near-term prospects for improvement.  In addition, S&P
could lower ratings if S&P determines that the acquisition will
result in higher debt, which offsets potential earnings benefits
and contributes to an increase in leverage.


ALL AMERICAN PLAZAS: Closes Milton Unit After Bankruptcy Filing
---------------------------------------------------------------
Wayne Laepple at The Daily Item reports that All American Plazas,
Inc., has closed its Milton All American truck stop, after the
Company filed for bankruptcy.

According to The Daily Item, more than 100 workers were laid off.
The Daily Item relates that one of the laid-off employees at the
Milton site said that they were notified by telephone not to
report to work until told otherwise.  A security guard at the
Milton plaza said that he was directed to tell workers and
customers the truck stop would reopen in a week and that company
officials had been meeting at the Valley site to develop a plan,
the report states.

The Daily Item notes that All American has closed nine similar
truck stops in Pennsylvania, New York, and Virginia.

New York-based All American Plazas, Inc. -- aka Doswell All
American, Gables of Harrisburg, Milton All American, Clark Ferry
All American, Gables of Carlisle, Belmont All American, Carneys
Point All American, Strattanville All Amercican, Gables of
Frytown, Breezewood All American, and Frystown All American --
filed for Chapter 11 bankruptcy protection on April 6, 2009
(Bankr. S.D. N.Y. Case No. 09-11809).  Its debtor-affiliates --
Clarks Ferry Properties, Inc., and Frystown All American
Properties Inc. -- filed separate Chapter 11 petitions on March 4,
2009.  Robert R. Leinwand, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, assists the Debtors in their restructuring
efforts.  All American listed $1,000,001 to $10,000,000 in debts
when it filed for bankruptcy.  It didn't disclose its assets.


ALTRA NEBRASKA: Files for Chapter 11 to Sell Ethanol Facility
-------------------------------------------------------------
Altra Nebraska LLC filed for Chapter 11 before the U.S. Bankruptcy
Court in Lincoln, Nebraska on August 13.  According to Erik Larson
at Bloomberg, Altra is planning to sell its half-finished ethanol
facility after failing to get new financing.  The Company listed
debt of $86.3 million and assets worth as much as $50 million.

Altra Nebraska LLC was building a $220 million ethanol production
plant near Carleton, Nebraska, prior to its Chapter 11 filing.
Alta Nebraska was a former unit of a former unit of biofuels firm
Altra Inc.  Lender Fourth Third LLC took over the unit following a
foreclosure action.


AMERICAN COMMUNITY: Bank of Montreal Prefers Case Conversion
------------------------------------------------------------
According to Carla Main at Bloomberg News, the Bank of Montreal,
Chicago Branch, has objected to a request to dismiss American
Community Newspapers LLC's Chapter 11 bankruptcy case.  Bank of
Montreal argues that dismissal of the Chapter 11 case is not in
the best interests of the approximately 3% of remaining general
unsecured creditors, who would benefit more from "conversion
rather than dismissal" of the Debtor's case.

As reported by the TCR on August 6, 2009, the official committee
of unsecured creditors of American Community Newspapers has asked
the Bankruptcy Court to dismiss the Chapter 11 case.  The
Committee argues that "the [D]ebtors' cases were never commenced
with the intention or purpose of pursuing a Chapter 11 plan
process."

American Community had earlier asked the Court to convert its
bankruptcy case to a liquidation under Chapter 7.  The Debtor says
that it has no funds to maintain its Chapter 11 case.

American Community sold its assets in June.  The secured lenders,
owed $107 million on a term loan and revolving credit, acquired
the assets for a $32 million credit against the loan.  They also
agreed to pay the cost of curing defaults on contracts they took
over plus whatever was outstanding on the $5 million credit for
Chapter 11 case that required a quick sale.

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- had 86
newspapers, 14 other publications, and 85 Web sites serving
Minneapolis-St. Paul, Dallas, suburban Washington and Columbus,
Ohio.  The Company's award winning group of 86 newspapers and
fourteen niche publications reached 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
Debtors 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 INT'L: Board Amends By-laws on Appointment of Chairman
---------------------------------------------------------------
Effective August 10, 2009, the Board of Directors of American
International Group, Inc., amended the By-laws of AIG to provide
that the Chairman of the Board must be a director who is
independent under the New York Stock Exchange listing standards,
and to remove the position of Lead Independent Director.

A full-text copy of AIG's Amended By-laws is available at no
charge at http://ResearchArchives.com/t/s?420e

As reported by the Troubled Company Reporter, AIG on August 3,
said its Board elected Robert H. Benmosche as President, Chief
Executive Officer and a Director of AIG.  Mr. Benmosche assumed
his new roles on August 10, when the current Chairman and CEO
Edward M. Liddy retired.

Also on August 3, Paula R. Reynolds informed AIG that she would
resign as Vice Chairman and Chief Restructuring Officer of AIG
effective late in the third quarter of 2009.

On August 7, AIG reported net income attributable to AIG of $1.8
billion for the second quarter ended June 30, 2009.  This includes
net income attributable to AIG common shareholders of $311 million
or $2.30 per diluted common share.  AIG posted a net loss of $5.4
billion or $41.13 per diluted share in the second quarter of 2008.
Second quarter 2009 adjusted net income was $2.0 billion, compared
with an adjusted net loss of $1.3 billion in the second quarter of
2008.

As of June 30, 2009, AIG had $830.4 billion in total assets and
$767.2 billion in total liabilities.  As of June 30, 2009, total
equity was $62.1 billion, an $8.9 billion increase from $53.2
billion at March 31, 2009.  The increase includes $1.8 billion of
net income attributable to AIG, $5.7 billion of unrealized
appreciation of investments, $1.2 billion from the drawdown of the
Treasury Commitment related to the Series F Fixed Rate Non-
Cumulative Preferred Stock, and $2.5 billion related to the
implementation of FSP FAS 115-2, partially offset by a $3.3
billion reduction in non-controlling interests.

During the first six months of 2009 and through July 31, 2009, AIG
entered into agreements to sell or completed the sale of
operations and assets, excluding AIGFP assets, that had aggregate
assets and liabilities with carrying values of $31.2 billion and
$23.8 billion, respectively, at June 30, 2009 or the date of sale
or in the case of Transatlantic Holdings, Inc. (Transatlantic),
deconsolidation.  Aggregate net proceeds from the sale
transactions, including proceeds applied to repay intercompany
loan facilities, are expected to be roughly $8.0 billion.  The
transactions are expected to generate roughly $4.6 billion of
aggregate net cash proceeds to repay outstanding borrowings and
reduce the amount of FRBNY Facility, after taking into account
taxes, transaction expenses and capital required to be retained
for regulatory or ratings purposes.

At July 29, 2009, AIG had outstanding net borrowings of $40.0
billion under its financing facility with the Federal Reserve Bank
of New York, with a remaining borrowing capacity of $20.0 billion,
and accrued compounding interest and fees totaled $4.8 billion.

A full-text copy of AIG's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?420f

Based in New York, American International Group, Inc., 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.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

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.  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 INT'L: Discloses Stake in Various Companies
----------------------------------------------------
American International Group filed with the Securities and
Exchange Commission a Form 13F disclosing its holdings in various
companies.  AIG holds shares in companies like 1-800-FLOWERS.COM
Inc., 3M Co., Ford Motor, American Express, and Citigroup Inc.

A full-text copy of the report is available at no charge at
http://ResearchArchives.com/t/s?420c

Headquartered in New York, AIG Global Real Estate has
$24.3 billion of assets under management in 50 countries around
the world.

Based in New York, American International Group, Inc., 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.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

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.  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 INT'L: SEC Questioned Inconsistency on European Pacts
--------------------------------------------------------------
Hugh Son at Bloomberg News reports that the U.S. Securities and
Exchange Commission asked the American International Group Inc. in
December to justify statements in a regulatory filing in November
about an "apparent inconsistency" in its description of derivative
contracts with European banks.

Bloomberg quoted the SEC as saying, "You indicate that these
contracts provide credit protection but not risk mitigation to the
counterparties.  Please explain this apparent inconsistency."
Bloomberg relates that the SEC questioned about AIG's statement
that most of the trades would be terminated within 18 months.

The risk of losses on the derivatives may last "longer than
anticipated", AIG said in SEC filing months later.

AIG said in a filing with the SEC on June 2009 that valuation
declines on $192.6 billion in the European swaps as of March 31
could have a "material adverse effect" on the Company's results.
According to the report, AIG said that it didn't expect it will
have to make payments under contractual agreements tied to the
regulatory relief swaps, most of which will be terminated over the
next year.  AIG said that due to accounting changes, benefits to
banks from the contracts will diminish after December 31, the
report states.

AIG spokesperson Christina Pretto said in a statement that the
book of European swaps "continues to perform as expected and is
winding down on schedule."  The swaps were characterized as "risk
factors" at the request of the SEC, the report says, citing Ms
Pretto.  According to the report, AIG said this month that its
maximum risk on the European contracts narrowed to $177.5 billion
as of June 30, 2009.

According to Bloomberg, the letters from the SEC also include
requests for AIG to improve disclosure about retention bonuses,
corporate loans, and the departure of Edmund Tse as leader of the
non-U.S. life insurance business.

Bloomberg says that SEC letters to three AIG CEOs, dating back to
at least April 2008, signal that the SEC was concerned the Company
wasn't disclosing enough to investors.

Headquartered in New York, AIG Global Real Estate has
$24.3 billion of assets under management in 50 countries around
the world.

Prior to joining AIG, Mr. Glasgow served as the Chief Operating
Officer of Scanlan Kemper Bard Companies, LLC, the real estate
private equity firm.  Previously, he held various senior positions
at PacifiCorp, including Chief Financial Officer.  Mr. Glasgow
also served as Chairman, President and CEO of PacifiCorp Holdings,
which included PacifiCorp Financial Services, NERCO, Inc., and
Pacific Telecom.  His career also includes leadership positions in
venture capital management, including BCN Data Systems, and
international joint venture controlled by Bechtel, and he has
served as a director of numerous public and private companies.

Mr. Glasgow earned a bachelor's degree in economics, magna cum
laude, from the Wharton School of Business at the University of
Pennsylvania and a law degree, magna cum laude, from Harvard
University.

Based in New York, American International Group, Inc., 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.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

At March 31, 2009, AIG had $819.75 billion in total assets and
$765.53 billion in total liabilities.  At September 30, 2008, AIG
had $1.022 trillion in total assets and $950.9 billion in total
debts.

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.  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.


ASARCO LLC: Parent's New Offer Guarantees 100 Cents on Dollar
-------------------------------------------------------------
According to Steven Church at Bloomberg News, Grupo Mexico SAB has
raised its offer for ASARCO LLC to $2.2 billion in cash.  Grupo
Mexico says that its beefed-up offer guarantees full payment for
creditors.  Because the creditors are no longer impaired, voting
in favor of the Parent Plan is no longer required as the creditors
can be deemed to accept the Plan.

ASARCO LLC and Grupo Mexico, through unit ASARCO Inc., have filed
competing Plan's of reorganization for ASARCO LLC.  Judge Richard
Schmidt began on August 10 hearings to choose between the
competing plans, which originally included a third plan, sponsored
by investors led by Harbinger Capital Partners Master Fund I Ltd.

Grupo Mexico previously offered to purchase ASARCO LLC, in
exchange for $1.72 billion in cash plus a note for $280 million
for unsecured creditors.

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.59 billion in cash
and assume certain liabilities as part of its consideration in
exchange for ASARCO's assets.

ASARCO Inc. and AMC early this year lost a lawsuit filed against
it for intentional fraudulent conveyance of ASARCO LLC's crown
jewel -- its stock in Southern Peru Copper Company, now known as
Southern Copper Corporation.  The U.S. District Court for the
Southern District of Texas concluded that AMC is the transferee of
an avoidable transfer, and ordered AMC to return the SPCC Shares
to ASARCO LLC and to pay ASARCO LLC $1.38 billion in money
damages.  ASARCO Inc. and AMC, however, are appealing the ruling.

The recovery by creditors from the SPCC Litigation may depend on
the outcome of the litigation and which Chapter 11 plan is
selected by the Bankruptcy Court.  According to Bloomberg, under
the ASARCO LLC Plan, creditors may collect money from the
judgement against Grupo Mexico.  The Parent Plan, however, would
limit any payments related to the judgement.

According to Bloomberg, Kenneth N. Klee, a professor at the
University of California, Los Angeles, School of Law, testified
before the Bankruptcy Court on August 17 that Grupo Mexico may be
forced to pay as much as $2.94 billion in connection with the SPCC
Litigation.  "There is a 51% chance of Asarco prevailing," said
Mr. Klee, a lead author of the U.S. Bankruptcy Code when Congress
overhauled the law in the late 1970s.

Mr. Klee was hired by ASARCO LLC to determine how much its parent,
Grupo Mexico, may have to pay creditors in connection with the
SPCC Litigation -- the last major issue for Judge Schmidt to
decide before he chooses between two competing plans, Bloomberg
said.

Judge Schmidt will make a final decision on August 31.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


BALLY TOTAL: Amends Plan to Adjust Treatment of Voting Creditors
----------------------------------------------------------------
Bally Total Fitness Holding Corporation and its 42 debtor-
affiliates submitted to Judge Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York their
Second Amended Chapter 11 Joint Plan of Reorganization on
August 14, 2009.

The Second Amended Plan primarily adjusts the treatment of claims
asserted by classes of creditors who are entitled to vote to
accept or reject the Plan.  In this regard, the Second Amended
Plan provides that:

  (1) Each holder of an Allowed Priority Tax Claim will
      receive, at the sole option of the Reorganized Debtors,
      after consultation with the Exit Term Loan Lenders, in
      full satisfaction, settlement, release, and discharge, of
      and in exchange for the Priority Tax Claim:

      * payment in full in cash as soon as practicable after the
        Effective Date;

      * payment equal to the principal amount of the Priority
        Tax Claim plus statutory interest on any outstanding
        balance from the Effective Date, calculated at the
        prevailing rate under applicable non-bankruptcy law for
        each taxing authority (i) in full within 30 days after
        the Priority Tax Claim becomes an Allowed Priority
        Tax Claim; or (ii) in equal Cash installments made on a
        quarterly basis in accordance with Section 1129(a)(9)(C)
        of the Bankruptcy Code, over a period not to exceed
        60 months following the Petition Date.

        In the event that an Allowed Priority Tax Claim is not
        paid in accordance with the Plan, the holder of the
        Allowed Priority Tax Claim may provide the Reorganized
        Debtors with written notice of default in accordance
        with the Plan.

  (2) Allowed Other Secured Claims will be treated as Allowed
      Priority Tax Claims, provided, however, that these will be
      satisfied in full if the holder of the Allowed Other
      Secured Claim receives cash equal to the principal
      amount of the Claim, plus statutory interest on any
      outstanding balance accruing from the Petition Date rather
      than the Effective Date.

  (3) Intercompany Claims that are not specifically reinstated
      by the Debtors on or before the Effective Date will be
      deemed eliminated in full on the date following the
      Effective Date through contribution or distribution of the
      Intercompany Claim.

  (4) Confirmation of the Second Amended will not (i) affect,
      impair, limit or in any way prejudice the rescission
      claims or any defenses that may be available to ACE
      American Insurance Company and Fireman's Fund Insurance
      Company in the litigation captioned Great American
      Insurance Company v. Bally Total Fitness Holding
      Corporation, Case No. 06-cv-4554,  in the United States
      District Court for the Northern District of Illinois, or
      (ii) affect, impair, limit or in any way prejudice the
      Debtors' claims and defenses in the Coverage Litigation.

In addition, under the Second Amended Plan, the Management
Incentive Plan provides among other things, that 3% of the shares
of the New Bally Common Stock, subject to dilution from the New
Bally Warrants and the Management Options, will be reserved for
issuance and distribution to management with respect to the grant
of restricted stock units.

A full-text copy of Bally's Second Amended Plan is available at no
charge at http://bankrupt.com/misc/BallyII_2ndAmendedPlan.pdf

                   Plan Supplements Filed

Prior to the filing of their Second Amended Plan, the Debtors
submitted to Judge Lifland these supplements to the Plan:

(a) a summary of the Exit Facility among the Debtors,
     Anchorage Capital Master Offshore, Ltd., JPMorgan Chase
     Bank, N.A., and other lenders and Wells Fargo Foothill, LLC
     as credit agent, a full-text copy of which is available for
     free at http://bankrupt.com/misc/BallyII_ExitFacilities.pdf

(b) An amended list of the initial directors and officers of
     Reorganized Bally, specifying Gene Davis as the Chairman of
     the Board.  Other directors include Michael Sheehan; Kevin
     Corgan; Michael Kerrane; Aaron N. Rosenstein; and Daniel
     Allen.  Independent appointees to the Chair Audit and the
     Chair Compensation Committees are yet to be determined.

(c) a summary of the Management Incentive Plan, a full-text
     copy of which is available for free at:

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

(d) a summary of Corporate Personnel Incentive Plan, a full-
     text copy of which is available for free at:

http://bankrupt.com/misc/BallyII_CorporatePersonnelIncentivePlan.p
df

The Debtors also filed with the Court a supplemental list of
executory contracts that they intend to reject as of the Effective
Date of the Plan.

The Rejected Executory Contracts are:

  Counterparty                   Contract Name
  ------------                   -------------
  Nicole Kimbrough               Employment Agreement
  645 Jersey Ave.                dated July 1, 2004,
  Jersey City, NJ 07032          as amended

  Russell Reynolds               Agreement re CFO Search
  Associates, Inc.               dated July 8, 2008
  225 South Sixth St.
  Suite 2550
  Minneapolis, MN 55402

An Amended Shareholders Agreement to reflect immaterial changes
was subsequently submitted to Judge Lifland, a full-text copy of
which is available for free at:

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

        Macro 4 Objects to Software License Assumption

Macro 4, Inc., an Information Technology vendor, had argued that
the assumption and assignment of its software licenses for use,
support and maintenance from the Debtors to a prospective assignee
is not permissible in the absence of (i) a mutually agreed-upon
new license agreement, or (ii) an agreed-upon transfer payment as
the underlying software licenses.

           Debtors Address Confirmation Objections

In a separate memorandum filed in Court, the Debtors submitted a
summary of the Objections they received with respect to the
confirmation of the Plan.  The Debtors specified that most of the
Objections have been resolved pursuant to consensually reached
agreements, essentially providing:

  * that the order confirming the Second Amended Plan will not
    prejudice the rescission claims or any defenses that may be
    available to certain insurers; and

  * for an adjusted treatment of Allowed Priority Tax claims
    asserted by various tax authorities under the Second Amended
    Plan; and

  * for the withdrawal of certain objections following
    negotiations with other objecting parties.

The Debtors also noted that Confirmation objections raised by
certain claimants have not been resolved because these do not
articulate grounds for denying the confirmation of the Plan.

A complete list of the Confirmation Objections, with corresponding
disclosures on their status, is available for free at:

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

The Second Amended Plan will come before the Court for
confirmation at a hearing on August 19, 2009, at 10:00 a.m.,
Eastern Standard Time.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Plan Gets Overwhelming Support From Creditors
----------------------------------------------------------
Bally Total Fitness Holding Corp. and its affiliates received
overwhelming creditor support for their First Amended Joint Plan
of Reorganization, with the voting results from the voting classes
reflecting broad-based support.

Of the more than 840 ballots cast, 710 or 84.3% of all voting
creditors aggregated across classes voted to accept the Plan.
Based on total dollar amount of claims voted, 69.04% of the total
claims, or $460,806,248, aggregated across classes, voted to
accept the Plan.

Kurtzman Carson Consultants LLC, the Debtors' voting and claims
agent, certified the voting results to the Court on August 13,
2009.

                     Total Ballots Received
  ==============================================================
           ACCEPT             |             REJECT
  ==============================================================
  Number     |     Amount    |     Number     |     Amount
  --------------------------------------------------------------
         Class 3 Prepetition Revolver Facility Claims
  --------------------------------------------------------------
     2        |  $50,000,000  |       0        |       $0
   (100%)     |     (100%)    |      (0%)      |       (0%)
  --------------------------------------------------------------
                Class 4 Prepetition Swap Claim
  --------------------------------------------------------------
     1        |   $7,606,872  |       0        |       $0
   (100%)           (100%)    |      (0%)      |       (0%)
  --------------------------------------------------------------
        Class 5 Prepetition Term Loan Secured Claims
  --------------------------------------------------------------
    11        | $159,590,082  |       0        |       $0
  (100%)      |     (100%)    |      (0%)      |       (0%)
  --------------------------------------------------------------
          Class 6 Prepetition Term Loan Deficiency
  --------------------------------------------------------------
    10        |  $72,774,962  |       0        |       $0
  (100%)      |     (100%)    |      (0%)      |       (0%)
  --------------------------------------------------------------
                 Class 7 Senior Note Claims
  --------------------------------------------------------------
    23        | $106,597,879  |       3        |   $16,467,676
(88.46%)     |   (86.62%)    |    (11.54%)    |    (13.38%)
  --------------------------------------------------------------
              Class 8 General Unsecured Claims
  --------------------------------------------------------------
    24        |  $94,727,930  |      14        |   $23,087,769
(63.16%)     |   (80.40%)    |    (36.84%)    |    (19.60%)
  --------------------------------------------------------------
              Class 9 Convenience Class Claims
  --------------------------------------------------------------
   574        |  $13,870,257  |      115       |   $4,097,227
(83.31%)     |   (77.20%)    |    (16.67%)    |    (22.80%)
  --------------------------------------------------------------
             Class 10 Subordinated Note Claims
  --------------------------------------------------------------
    56        |   $5,588,266  |      12        | $162,929,702
(82.35%)     |   (17.65%)    |     (3.32%)    |    (96.68%)

According to KCC Senior Managing Consultant Alison M. Tearnen, KCC
relied on a list of holders and outstanding amounts provided by
the Prepetition Administrative Agent in order to identify these
holders of claims in classes that are entitled to vote to accept
or reject the Plan:

  (i) holders of the Debtors' Prepetition Revolver Facility
      Claims in Class 3;

(ii) holders of Prepetition Swap Claims in Class 4;

(iii) holders of Prepetition Term Loan Secured Claims in
      Class 5; and

(iv) holders of Prepetition Term Loan Deficiency Claims
      in Class 6.

KCC also relied on a Security Position Report from the Depository
Trust Company in order to identify the holders of Senior Note
Claims entitled to vote to accept or reject the Plan in Class 7,
and Senior Subordinated Note Claims in Class 10.

Furthermore, in order to identify the holders of General Unsecured
Claims in Class 8 and holders of Convenience Class Claims in Class
9, KCC relied on the Schedules of Assets and Liabilities filed by
the Debtors in January 2009, as amended in March 2009.

A complete schedule of the Tabulated Ballots, consisting of votes
from Voting Classes 8 and 9, is available for free at:

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

Additionally, certain sets of ballots have not been tabulated
because they did not satisfy the requirements for a valid ballot,
in accordance with the Disclosure Statement approved by the
Court.  Ballots that are not tabulated include those that were:
(v) cast on account of expunged claims, (w) for Classes 7 and 10,
submitted by parties other than the record holder identified, as
listed by the Depository Trust Company, (x) submitted by an
Insider, as defined in the Disclosure Statement, (y) not received
on or before the Voting Deadline established on August 7, 2009,
and (z) received from creditors on account of claims subject to a
pending objection.

A complete list of the Non-Tabulated Ballots is available for free
at http://bankrupt.com/misc/BallyII_NonTabulatedBallots.pdf

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BELL DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bell Development LLC, A Nevada Limited Liability Company
        7251 W. Sahara Avenue
        Las Vegas, NV 89117

Bankruptcy Case No.: 09-24896

Chapter 11 Petition Date: August 14, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road #320
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  Email: darnvbk@gmail.com

Estimated Assets: $0 to $50,000

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

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/nvb09-24896.pdf

The petition was signed by Tim Deters, managing member of the
Company.


BLOCKBUSTER INC: Posts $36.9 Million Net Loss for July 5 Quarter
----------------------------------------------------------------
Blockbuster Inc. reported a net loss of $36.9 million for the 13
weeks ended July 5, 2009, compared to a net loss of $41.9 million
for the same period ended July 6, 2008.  Blockbuster reported a
net loss of $9.2 million for the 26 weeks ended July 5, 2009, from
net income of $3.5 million for the same period ended July 6, 2008.

Total revenues for the second quarter of 2009 were $1.02 billion,
compared to total revenues of $1.30 billion for the same period
one year ago.  During the second quarter Blockbuster completed the
refinancing and funding of its amended and extended credit
facility.  Due to the timing of funding, which occurred on May 11,
2009, the Company preserved liquidity and maximized cash for a
majority of the second quarter, resulting in over 25 percent lower
unit availability and approximately 20 percent lower advertising
spend.  Additionally, revenues reflect a $61.3 million negative
impact from foreign currency exchange and a decrease in the
company-operated store base worldwide.

As of July 5, 2009, the Company had $1.93 billion in total assets
and $1.71 billion in total liabilities.  Blockbuster ended the
second quarter of 2009 with $99.0 million in cash and cash
equivalents.  The Company also recorded $123.9 million in
restricted cash, which primarily represents the cash collateral
for Blockbuster's letters of credit.  Cash provided by operating
activities during the quarter was $114.2 million, compared with
$63.4 million of cash used for operating activities in the second
quarter of 2008. Second quarter free cash flow (net cash used for
operating activities less capital expenditures) was positive
$108.7 million in the second quarter of 2009, compared with
negative FCF of $84.1 million in the same period in 2008.

"During the second quarter we managed the business towards
maximizing cash and liquidity.  As a result, we improved
operational efficiencies and recorded meaningful reductions in
total SG&A expenses, resulting in a year-over-year increase in
adjusted EBITDA by over 30 percent.  We also generated cash from
operating activities and recognized positive free cash flow,"
stated Jim Keyes, Chairman and Chief Executive Officer of
Blockbuster Inc.  "Although market dynamics remain challenging, we
expect improvements during the second half of the year will be
driven by a favorable title slate and increased unit availability.
Mr. Keyes further commented, "We continue to serve over 50 million
customers annually through whatever distribution channel they
prefer, recognizing that the same customer may choose different
ways to access media entertainment on different nights. Whether
they select traditional stores, by-mail, vending or digital
download, Blockbuster is uniquely positioned as the only provider
to deliver entertainment content across all channels -- today and
into the future.  Our recent strategic alliances with TiVo and
Samsung represent our continued development of digital delivery
offerings for our customers, and we anticipate similar
opportunities to position Blockbuster as a leader in the
distribution of digital entertainment."

"As the capital markets improve we hope to extend our debt
maturities and reduce our cost of capital in an effort to
accelerate our growth initiatives and return to profitability,"
stated Tom Casey, Executive Vice President and Chief Financial
Officer of Blockbuster Inc.  "Due to ongoing challenging trends
and market dynamics, combined with continued softness in top line
performance and conservative comparables assumptions for the
remainder of the year, we currently expect full year adjusted
EBITDA to range between $270 million and $290 million, which
corresponds to a GAAP range of a net loss of $15 million to net
income of $5 million.  The updated full year adjusted EBITDA
guidance compares to the previously provided range of $305 million
to $325 million."

Blockbuster said it is actively pursuing refinancing its debt to
extend the availability of capital beyond the current debt
maturity dates.  If its efforts are successful, the Company will
be able to prepay the amended credit facility and replace it
without penalties.  On April 2, 2009, the Company amended its
revolving credit facility, Term A loan facility and Term B loan
facility to include commitments from certain of its lenders and
certain new lenders to (a) replace the prior revolving credit
facility with a $250 million revolving credit facility with a
maturity date of September 30, 2010, and (b) amend certain
financial covenants, other covenants and other terms in the prior
revolving credit facility, Term A loan facility and Term B loan
facility.

Blockbuster also disclosed that as part of ongoing efforts to
better manage working capital and work within liquidity
constraints, it has and may continue to lengthen the cycle of
payables to certain vendors.  As of July 5, 2009, its accounts
payable balance was $243.8 million, compared to its accounts
payable balance of $427.3 million at January 4, 2009, and $433.2
million at July 6, 2008.

Blockbuster also notes that its amended credit facility requires
significant amortization payments beginning in December 2009.  "If
we are unable to generate sufficient cash flow from operations or
if we cannot generate sufficient additional liquidity through the
anticipated divestiture of certain non-core assets to service our
indebtedness and remain in compliance with our financial
covenants, we would be in default under one or more of our debt
agreements, which if not cured or waived, could result in the
acceleration of all of our debt due to cross-default provisions
contained in such agreements and in certain of our leases. In such
event, we would be required to search for alternative sources of
liquidity to refinance our debt, which may not be available to us
on acceptable terms, if at all.  Our ability to obtain alternative
financing would likely be adversely affected by unfavorable
conditions in the worldwide credit markets, because substantially
all of our domestic and Canadian assets have been secured as
collateral for our existing debt and because our financial
results, substantial indebtedness and credit ratings could each
adversely affect the availability and terms of any such financing.
If we were unable to make scheduled amortization payments, or if
we are unable to repay our debt upon acceleration, we could be
forced to file for protection under the U.S. Bankruptcy Code."

A full-text copy of Blockbuster's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4212

                         About Blockbuster

Blockbuster, Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

As reported by the Troubled Company Reporter, in April 2009,
Moody's Investors Service downgraded Blockbuster's Probability of
Default Rating to Caa3 from Caa1 and its Corporate Family Rating
to Caa2 from Caa1.  In addition, Moody's affirmed Blockbuster's
speculative grade liquidity rating at SGL-4 and it secured bank
credit facilities rating at B1.  Moody's also rated the proposed
$250 million revolving credit facility, which expires in September
2010, a senior secured rating of B1.  The rating outlook is
stable.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Blockbuster to 'CCC' from 'B-'.  S&P removed the ratings
from CreditWatch with negative implications, where they were
placed on March 4, 2009.  At the same time, S&P lowered the issue-
level ratings on both its secured debt to 'CCC+' from 'B' and its
subordinated debt to 'CC' from 'CCC'.  The outlook is negative.

Fitch Ratings affirmed Blockbuster's long-term Issuer Default
Rating at 'CCC' and said it expects to rate the amended
$250 million bank credit facility at 'B/RR2'.  In addition, Fitch
took these rating actions ($450 million bank credit facility
upgraded to 'B/RR2' from 'CCC+/RR3'; $100 million term A loan
upgraded to 'B/RR2' from 'CCC+/RR3'; $550 million term B loan
upgraded to 'B/RR2' from 'CCC+/RR3'; and $300 million senior
subordinated notes downgraded to 'C/RR6' from 'CC/RR6'.  The
Rating Outlook is Stable.  The company had approximately
$818 million of debt outstanding as of Jan. 4, 2009.


BRANCIFORTE CREEK: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Branciforte Creek, LLC
        2-A Kite Hill
        Santa Cruz, CA 95060

Bankruptcy Case No.: 09-56772

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt


Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  Email: cbgattyecf@aol.com

Total Assets: $4,701,239

Total Debts: $3,810,981

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/canb09-56772.pdf

The petition was signed by William Arkley, managing member of the
Company.


CONTINENTAL SOUTHERN: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Continental Southern Industries, Inc
           dba CSI
           dba CSI Plastics
        PO Box 4650
        Greenville, SC 29608

Bankruptcy Case No.: 09-05988

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Randy A. Skinner, Esq.
                  Skinner and Associates Law Firm, LLC
                  P.O. Box 1843
                  Greenville, SC 29602
                  Tel: (864) 232-2007
                  Fax: (864) 232-8496
                  Email: 1ras@bellsouth.net

Estimated Assets: $100,000 to $500,000

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/scb09-05988.pdf

The petition was signed by Robert R. McGowan Sr., president,
treasurer and director of the Company.


COOPER-STANDARD: Opposes Cooper Tire Action in Canadian Case
------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
Bankruptcy Court to deny Cooper Tire & Rubber Company's bid to
file an action in the insolvency case of their Canadian unit.

Attorney for the Debtors, Drew Sloan, Esq., at Richards Layton &
Finger P.A., in Wilmington, Delaware, says that Cooper Tire does
not have a claim against Cooper-Standard Automotive Canada Ltd.,
and does not have ownership interest in the tax refunds.

Mr. Sloan describes Cooper Tire's move as an attempt to
"leapfrog" ahead of every other creditor.

"Cooper Tire is seeking to gain an unfair advantage over all of
the Debtors' creditors and is seeking a remedy that will
significantly harm the Debtors and their estates," Mr. Sloan
says, pointing out that funds that would otherwise be available
for the operations of CSA Canada and the Debtors, and for
distribution to creditors would be frozen for the sole benefit of
one unsecured creditor.

"Any claim of Cooper Tire should be addressed in the claims
resolution process together with all other unsecured claims
against the individual Debtors," he further says.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main custoemrs include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.  For
more information, visit the Company's Web site at:

                   http://www.cooperstandard.com/

Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


BANKUNITED FSB: $24MM Assets vs. $5.2BB Debts in Receivership
-------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that the
Federal Deposit Insurance Corp. held $24 million in assets from
BankUnited FSB in receivership as of June 30.

After BankUnited's collapse in May 2009, most of the bank's $12.8
billion in assets were handed over to a consortium of private
equity groups that put them into a new BankUnited.

According to Business Journal, the FDIC filing didn't say what
type of assets it held in receivership for the old BankUnited.
The report states that the receivership listed $5.2 billion in
liabilities, with most being the cost of the FDIC covering the
insured deposits at BankUnited.

                       About BankUnited, FSB

BankUnited, FSB, Coral Gables, Florida, was closed by regulators
on May 20, 2009, and the Federal Deposit Insurance Corporation was
appointed receiver.  BankUnited, a newly chartered federal savings
bank, acquired the banking operations, including all of the
nonbrokered deposits, of BankUnited, in an FDIC-facilitated
transaction.  BankUnited, the successor institution, is the
largest independent bank in Florida, as was its predecessor.  The
management team is headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank.

Bank United, FSB, had assets of $12.80 billion and deposits of
$8.6 billion as of May 2, 2009.  The new BankUnited assumed
$12.7 billion in assets and $8.3 billion in nonbrokered deposits.
The FDIC and BankUnited entered into a loss-share transaction and
Agreed to share in the losses on approximately $10.7 billion in
assets covered under the agreement.


BB&T CORP: Fitch Affirms 'B' Individual Rating After Colonial Buy
-----------------------------------------------------------------
Fitch has affirmed the long-term and short-term Issuer Default
Ratings of BB&T Corporation and its bank subsidiary, Branch
Banking & Trust Company at 'A+' and 'F1', respectively, following
its acquisition of the banking operations of Colonial BancGroup
through an FDIC assisted transaction.  The Rating Outlook remains
Negative.

The acquisition of CNB's banking operations significantly augments
BB&T's considerable deposit franchise in the Southeast U.S.  and
extends its reach into the Texas and Nevada markets.  BB&T will be
acquiring the majority of the deposits of Colonial Bank, as well
as most of the assets of CNB.  Despite BB&T acquiring CNB's
problematic loan book, which has a sizeable concentration of real
estate exposure in Florida, Fitch believes there is adequate risk
mitigation that will limit the risk of loss to the company.

From a strategic perspective, Fitch views the transaction as
favorable for BB&T, as the company should be able to leverage its
banking prowess across an enhanced banking franchise with minimal
risk.  Additionally, the company should benefit from some moderate
cost savings overtime.

The maintenance of the Negative Outlook considers the prospect
that the current negative trends in asset quality and earnings
performance, separate from the CNB transaction, could materially
worsen given Fitch's expectation for higher loss rates across
various loan categories, particularly for commercial real estate.
That said, BB&T's conservative underwriting and highly granular
loan portfolio should contain credit deterioration, with problem
assets and credit losses expected to remain at manageable levels.
Further, while Fitch has concerns about the company's real estate
exposure, BB&T's real estate portfolio, at approximately 20% of
the loan book, is not substantially larger than its peers.

BB&T is among the largest banking companies in the U.S. with over
$140 billion in assets and 1,500 branches, spanning the Southeast
and Mid-Atlantic states.  The company's operations also include a
sizeable insurance agency franchise, as well as an investment
banking company and a national finance company.

These ratings have been affirmed:

BB&T Corporation

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1';
  -- Senior Debt at 'A+';
  -- Subordinated debt at 'A';
  -- Short-term debt at 'F1';
  -- Individual at 'B'
  -- Support at '5'
  -- Support Floor at 'NF'

Branch Banking & Trust Company

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1 '
  -- Subordinated debt at 'A'
  -- Short-term debt at 'F1'
  -- Long-term deposits at 'AA-'
  -- Short-Term deposit at 'F1+'
  -- Individual at 'B'
  -- Support at '4'
  -- Support Floor at 'B'

BB&T Financial, FSB

  -- Long-term IDR at 'A+'
  -- Short-term IDR at 'F1'
  -- Individual at 'B'
  -- Support at '4'
  -- Support Floor at 'B'

BB&T Capital Trust I
BB&T Capital Trust II
BB&T Capital Trust IV
BB&T Capital Trust V

  -- Preferred Stock 'A-'

This rating has been assigned:

BB&T Capital Trust VI

  -- Preferred Stock 'A-'


BEARINGPOINT INC: Terminates CEO Edwin Harbach's Employment
-----------------------------------------------------------
BearingPoint, Inc., and F. Edwin Harbach, the Company's Chief
Executive Officer, agreed on August 10, 2009, that Mr. Harbach
will be terminated as an employee of the Company effective as of
the close of business on August 31.  The Company believes that
this determination is consistent with the Company's plans
regarding the liquidation of its business in connection with its
bankruptcy proceedings.  Mr. Harbach will continue to serve as a
director of the Company.

                            Asset Sales

On March 23, 2009, BearingPoint and certain of its subsidiaries
entered into an Asset Purchase Agreement to sell a significant
portion of their assets related to BearingPoint's North American
Public Services business to Deloitte LLP.  On April 17, the
Bankruptcy Court approved this sale.  The closing of this
transaction occurred on May 8.  In connection with the closing,
BearingPoint received net proceeds of roughly $329.3 million.

On April 2, BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered into a Share Sale
Agreement with PwC Advisory Co., Ltd., the Japanese member firm of
the PricewaterhouseCoopers global network of firms, for the sale
of BearingPoint's consulting business in Japan to PwC Japan for
roughly $45 million.  In addition, PwC Japan assumed the
intercompany debt owed by certain non-debtor subsidiaries of
BearingPoint to BearingPoint Co., Ltd. (Chiyoda-ku).  The closing
of the PwC Japan Transaction occurred on May 11.

On April 17, BearingPoint and certain of its subsidiaries entered
into an Asset Purchase Agreement with PricewaterhouseCoopers LLP
pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its North American Commercial
Services business unit, including Financial Services, to PwC and
PwC agreed to assume certain liabilities associated with the
assets.  In addition, affiliates of PwC also entered into
definitive agreements to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.

On April 27, the Bankruptcy Court approved bidding procedures in
connection with an auction of all or substantially all of the
assets of the CS Business and BearingPoint China GDC.  The Auction
was held on May 27 and concluded on May 28.  At a hearing May 28,
the Bankruptcy Court approved PwC as the winning bidder at the
Auction.  The aggregate purchase price for the PwC Commercial
Services Transaction was $44 million (subject to certain
contractual adjustments).  The closing of the PwC U.S. Transaction
occurred on June 15, and, as a result, PwC acquired the CS
Business.  The purchase price for the PwC U.S. Transaction was
$39 million.  BearingPoint anticipates that the PwC China
Transaction and the PwC India Transaction will close within the
next several months; however, there can be no assurance that the
transactions will be completed.

On July 9, BearingPoint and certain of its subsidiaries entered
into a Stock Purchase Agreement with CSC Brazil Holdings LLC and
Computer Sciences Corporation for the sale of BearingPoint's
consulting business in Brazil.  Pursuant to the Brazil Stock
Purchase Agreement, CSC agreed to purchase BearingPoint, S.A., a
wholly owned subsidiary of BearingPoint, through the purchase of
all issued and outstanding shares of common stock of BearingPoint
Brazil, for a purchase price of US$7.9 million.  The Bankruptcy
Court approved the Brazil Transaction on July 23.  The
consummation of the Brazil Transaction is expected to occur on or
prior to August 7 and is subject to customary closing conditions.
There can be no assurance that the Brazil Transaction will be
completed.

As reported by the Troubled Company Reporter on August 14, 2009,
Tiffany Kary at Bloomberg News said Judge Robert Gerber authorized
BearingPoint to sell its European division and intellectual
property for $69 million to BE Partners B.V., a newly formed
company established by a significant majority of the managing
directors of BearingPoint's EMEA practice.

                         About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq.,
Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil
Gotshal & Manges LLP, in New York, represent the Debtors as
restructuring counsel.  AlixPartners, LLP, is the Debtors'
restructuring advisors.  Greenhill & Co., LLC, is the Debtor's
financial advisor & investment banker.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP represents the Creditors' Committee as
counsel.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.


BIO-KEY INTERNATIONAL: June 30 Balance Sheet Upside-Down by $3MM
----------------------------------------------------------------
BIO-key International Inc.'s balance sheet at June 30, 2009,
showed total assets of $10.12 million and total liabilities of
$12.91 million, resulting in a stockholders' deficit of
$2.79 million.

For three months ended June 30, 2009, the Company reported a net
income of $139,770 compared with a net income of $168,256 for the
same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $361,819 compared with a net loss of $747,413 for the
same period in 2008.

The Company's independent auditors, CCR LLP, raised substantial
doubt about its ability to continue as a going concern after
auditing the Company's financial statements for the fiscal years
ended Dec. 31, 2008, and 2007.  The auditors noted the Company's
history of losses and limited revenue.

The Company stated that its long-term viability and growth will
depend upon the successful commercialization of its technologies
and its ability to obtain adequate financing.  In addition, the
financial crisis in the worldwide capital markets and the negative
worldwide economic trends have had an adverse impact on market
participants including, among other things, volatility in security
prices, diminished liquidity, and limited access to financing.
These events could, therefore, affect its efforts to commercialize
its technology and to obtain adequate financing.

The Company added that if available financing is insufficient or
it fails to continue to generate meaningful revenue, the Company
may be required to further reduce operating expenses, delay the
expansion of operations, be unable to pursue merger or acquisition
candidates, or continue as a going concern.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41e4

                     About BIO-key International

Headquartered in Wall, New Jersey, BIO-key International Inc.
(OTC BB: BKYI) -- http://www.bio-key.com/-- develops and delivers
advanced identification solutions and information services to law
enforcement departments, public safety agencies, government and
private sector customers.


BNY CONVERGEX: S&P Affirms 'B-' Local Currency Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it completed its
review of its counterparty credit ratings on eight independent
U.S. brokerage firms.  As a result of this review, S&P placed the
ratings on E*TRADE Financial Corp. and its subsidiary, E*TRADE
Bank, on CreditWatch with positive implications and affirmed the
ratings on the other seven companies.

The CreditWatch action on E*TRADE was based on the application of
S&P's criteria for distressed exchange offerings and a review of
the company's financial position, which has faced unique
challenges from asset quality problems at its banking unit.

"The CreditWatch listing reflects S&P's belief that the debt
exchange no longer meets S&P's criteria for a distressed exchange
offering, because the value to the investors is unlikely to be
less than what it promised on the original securities," said
Standard & Poor's credit analyst Charles D. Rauch.

"We based S&P's affirmation of ratings on the other brokers on
S&P's review of the impact of industrywide developments such as
market conditions and, in the case of the retail firms, investor
participation," said Standard & Poor's credit analyst Robert B.
Hoban.  "We also assessed company-specific measures such as
liquidity and capitalization, and near-term debt service
capacity."

The ongoing downturn has pressured these companies.  Nonetheless,
so far, they have mostly fared considerably better than large
banks and universal bank brokerage peers, despite their inherently
less diversified business profiles and generally less substantial
resources.  Primary advantages are lower credit and market risk
exposures, flexible cost bases, and less-capital-intensive
businesses.

S&P believes the brokerage industry's near-term prospects will
remain less than ideal as long as the broader economy remains
depressed.  However, S&P also sees those brokers that are not
facing specific structural issues as largely well positioned to
keep enduring these less-than-optimal operating conditions.  Most
of the companies covered in this review are maintaining defensive
financial profiles, with reduced leverage and/or higher degrees of
liquidity, which should provide some cushion if operating
conditions turn sour again.

Regardless of future operating conditions, S&P believes the
survivors will benefit from the culling of U.S. brokerage firms
over the past year and a half.  In particular, the independent
retail brokers have taken advantage of disarray at the warehouse
firms to poach financial advisers from them.

                           Ratings List

                         Ratings Affirmed

                     BNY ConvergEx Group LLC

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated
              Local Currency             B-
               Recovery Rating           6

                       Charles Schwab Corp.

             Counterparty Credit Rating  A/Stable/A-1
             Senior Unsecured            A
             Commercial Paper            A-1

                    Charles Schwab & Co.  Inc.

             Counterparty Credit Rating  A+/Stable/--

                      Schwab Capital Trust I

                Preferred Stock             BBB+

                             IBG LLC

            Counterparty Credit Rating  BBB+/Stable/--

                       Jefferies Group Inc.

           Counterparty Credit Rating  BBB/Negative/--
           Senior Unsecured            BBB
           Preferred Stock             BB+

                        LPL Holdings, Inc.

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated                B-

                   Raymond James Financial, Inc.

           Counterparty Credit Rating  BBB/Negative/A-2
           Senior Unsecured            BBB

                    TD AMERITRADE Holding Corp.

                    Counterparty Credit Rating

            Local Currency             BBB+/Stable/--
           Senior Secured              BBB+

                   Ratings Placed On CreditWatch

                      E*TRADE Financial Corp.

                               To                From
                               --                ----
   Counterparty Credit Rating  CC/Watch Pos/--   CC/Negative/--
   Senior Unsecured            CC/Watch Pos      CC
   Senior Unsecured            CCC-/Watch Pos    CCC

                           E*TRADE Bank

                               To                From
                               --                ----
   Counterparty Credit Rating  CCC+/Watch Pos/C  CCC+/Negative/C
   Certificate Of Deposit
    Local Currency             CCC+/Watch Pos/C  CCC+/C


CADENCE INNOVATION: Seeks October 20 Extension to File Plan
-----------------------------------------------------------
Cadence Innovation LLC asked the Bankruptcy Court to extend
its exclusive period to file a plan to October 20, 2009, and
its exclusive period to solicit acceptances of that Plan to
December 20, 2009.  According to Carla Main at Bloomberg News,
lawyers for Cadence certified to the Bankruptcy Court that no one
has objected to Cadence's request.

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between US$10 million and
US$50 million, and debts of between US$100 million and
US$500 million.


CANWEST MEDIA: Noteholder Group Extends Forbearance to August 28
----------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary,
Canwest Media Inc., is continuing discussions with the members
of an ad hoc committee of 8% noteholders of CMI regarding a
recapitalization transaction.

The holders of the 12% senior secured notes of CMI and Canwest
Television Limited Partnership as well as CIT Business Credit
Canada Inc., the provider of a senior secured revolving asset-
based loan facility to CMI, have agreed to extend to August 28,
2009 certain milestones that were to be have been achieved by
August 14.  The date by which CMI must enter into an agreement in
respect of a recapitalization transaction has been extended to
August 28.

CMI and the members of the Ad Hoc Committee have also entered into
a further extension agreement and forbearance to August 28, 2009.

As reported by the Troubled Company Reporter on May 26, 2009,
Canwest Media and Canwest Television and certain parties entered
into an agreement, pursuant to which the parties will purchase the
U.S. dollar equivalent of C$105 million principal amount of 12%
senior secured notes of CMI and CTLP for an aggregate purchase
price of the U.S. dollar equivalent of C$100 million.  CIT agreed
to provide a senior secured revolving ABL facility for
C$75 million to CMI.  Both transactions were expected to close
May 21, 2009.

Canwest has kept the identity of the Purchasers confidential.

Moreover, the Note Purchase Agreement provides that in the event
Canwest Media or Canwest Television seeks creditor protection
under the Companies' Creditors Arrangement Act or comparable
legislation, the Notes will be converted into a debtor-in-
possession financing arrangement.  The Purchasers also suggested
FTI Consulting to be appointed as monitor in the event of a CCAA
filing.

Canwest also said in May that the senior lenders under the CMI
existing credit facility extended their waiver agreement until
June 2, 2009, and also agreed to defer certain payments
aggregating approximately $10 million until June 2, which would
allow completion of the new facilities.  Additionally, Canwest
also said CMI and the members of the Ad Hoc Committee entered into
a further agreement and forbearance until June 15, subject, among
other things, to closing of the issuance of the Senior Secured
Notes.

Under the terms of the new financing arrangements, CMI originally
agreed to satisfy certain milestones within certain time frames:

     * On or before June 15, 2009, reaching an agreement in
       principle with members of the Ad Hoc Committee in respect
       of a recapitalization transaction.

     * On or before July 15, 2009, entering into a definitive
       agreement with members of the Ad Hoc Committee with respect
       to the recapitalization transaction.

CMI used proceeds from the issue and sale of the Senior Secured
Notes and from CIT's ABL facility to, among other things, repay
the current lenders all amounts owing under CMI's existing senior
credit facility and settle related obligations.

            About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service downgraded Canwest Limited Partnership's
probability of default rating to Ca/LD and its corporate family to
Caa3 on news the company decided to not make payments totaling
$10 million due under its senior secured credit facility on
May 29, 2009, the end of the company's fiscal quarter.  This
suggests that CLP has chosen to force the issue with its bank
lenders, and is also likely an indication that ongoing
negotiations with the bank lenders were not going well, according
to Moody's.  Given the recent experience of CLP's parent company,
Canwest Media Inc., this step was likely unavoidable.  Since the
payment includes a principal component and there is no cure
period, the bank credit facility is now in default.  The lenders
have not accelerated repayment.

The TCR on June 2, 2009, said Standard & Poor's Ratings Services
lowered its ratings on Canwest LP, including the corporate credit
and senior secured ratings to 'D' (default) from 'CCC' and the
rating on the C$75 million senior subordinated credit facility due
2015 to 'D' from 'CC'.  S&P also lowered the rating on the
company's US$400 million senior subordinated notes due 2015 to 'C'
from 'CC'.  The recovery ratings on the debt obligations are
unchanged.



CAPMARK FINANCIAL: Halts Voluntary Filings with SEC
---------------------------------------------------
Capmark Financial Group Inc. filed with the Securities and
Exchange Commission a Form 15-15D to provide notice of the
statutory suspension of their filing obligation and indicate their
intention to cease voluntarily filing reports with the Commission
under Section 15 of the Exchange Act.

In May 2007, Capmark issued the Floating Rate Senior Notes due
2010, the 5.875% Senior Notes due 2012 and the 6.300% Senior Notes
due 2017 in a Rule 144A private offering.  In April 2008, Capmark
exchanged all of the Old Notes for identical notes registered
under the Securities Act of 1933, as amended, pursuant to a Form
S-4 declared effective by the Commission.  Pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended, the duty
of Capmark to file reports under Section 15 of the Exchange Act
was suspended commencing with the fiscal year beginning January 1,
2009, because the New Notes were held of record by less than 300
persons as of that date.  Capmark has nevertheless continued to
file Exchange Act reports with the Commission on a voluntary
basis.

Capmark noted that, as confirmed by guidance published by the
Commission staff, the automatic suspension is granted by statute
and is not contingent upon the filing of the Form 15, whether
within 30 days after the beginning of the fiscal year as set forth
in Rule 15d-6 or otherwise.

                          About Capmark

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                            *   *   *

As reported by the TCR on April 30, 2009, Moody's Investors
Service downgraded the senior unsecured ratings of Capmark
Financial Group Inc. to 'Caa1' from 'B2', with the rating
remaining under review for possible downgrade.  The rating action
reflects the explanatory note in Capmark's 10-K filing in which
its auditors raise doubt about the company's ability to continue
as a going concern, as well as the still unresolved nature of
Capmark's efforts to modify the terms of its bridge loan agreement
and senior credit facility, which could have implications for its
liquidity and funding.


CAPMARK FINANCIAL: Inks Letter Agreement with CFO & EVP Arnold
--------------------------------------------------------------
Capmark Financial Group Inc., on August 6, 2009, entered into a
letter agreement with Frederick Arnold, its Chief Financial
Officer and Executive Vice President.

As reported by the Troubled Company Reporter on August 10, 2009,
the Company's board of directors appointed Mr. Arnold as CFO and
EVP effective September 1.

The Employment Agreement provides for this compensation:

     (i) an annual base salary of $750,000;
    (ii) a signing bonus of $500,000; and
   (iii) a minimum target bonus of $250,000 under the Company's
         Discretionary Bonus Plan for 2009.

Although the bonus for 2009 is not guaranteed, it is understood
that Mr. Arnold will receive a bonus if his performance meets the
standards generally expected of a Chief Financial Officer of a
comparable entity.  Mr. Arnold will also be eligible for a
discretionary annual bonus for subsequent years.

If Mr. Arnold's employment is terminated by the Company with Cause
or by Mr. Arnold other than for Good Reason, in either case,
during the first six months following August 6, 2009, Mr. Arnold
must reimburse the Company for one-half of the signing bonus.

The Company will also provide Mr. Arnold and his eligible
dependents with coverage under all retirement and welfare benefit
programs, plans and practices which it makes available to its
full-time executive committee members, including severance in an
amount equal to his annual base pay, but not in excess of $500,000
if he is eligible for severance during the first 12 months of
employment. Mr. Arnold's employment is at will and may be
terminated by Mr. Arnold or the Company for any or no reason.

                          About Capmark

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                            *   *   *

As reported by the TCR on April 30, 2009, Moody's Investors
Service downgraded the senior unsecured ratings of Capmark
Financial Group Inc. to 'Caa1' from 'B2', with the rating
remaining under review for possible downgrade.  The rating action
reflects the explanatory note in Capmark's 10-K filing in which
its auditors raise doubt about the company's ability to continue
as a going concern, as well as the still unresolved nature of
Capmark's efforts to modify the terms of its bridge loan agreement
and senior credit facility, which could have implications for its
liquidity and funding.


CEDAR FUNDING: Ch. 11 Trustee Probing for Claims Against Advisors
-----------------------------------------------------------------
Court documents say that Todd Neilson, the trustee in the Cedar
Funding Inc. bankruptcy, is requesting information from a San
Francisco law firm, a Salinas accounting firm, and the state
Department of Corporations about their dealings with the Company.

According to Larry Parsons at MontereyHerald.com, Mr. Neilson is
also seeking documents from:

     -- the Hayashi and Wayland accounting firm, which provided
        accounting services to Cedar Funding from 2004 to 2007.
        Mr. Neilson said in court documents that the information
        is needed to determine "the nature and extent of any
        claims" that Cedar Funding's debtors would have against
        the Company; and

     -- law firm of Stein & Lubin, which provided legal services
        to the Company for its offering of mortgage pool
        investments.

MontereyHerald.com relates that Mr. Neilson is also seeking
information about insurance policies held by the legal and
accounting firms, raising a possibility that he could press claims
against them on behalf of hundreds of Cedar Funding investors.

MonteryHerald.com quoted Mr. Neilson as saying, "We think it's a
wise course of action -- to see what kind of advice they gave and
the job they did auditing, and determine whether they could be
considered culpable for any of the outcome."

Citing Mr. Neilson, MontereyHerald.com reports that David Nilsen
ran Cedar Funding as a Ponzi scheme, in which more senior
investors were paid off with money put in by newer investors.
According to the report, state and federal authorities are probing
Mr. Nilsen, who has maintained that the meltdown of Cedar Funding
resulted from the real estate market collapse and aggressive
lawyers hired by some investors.

MontereyHerald.com relates that the Hon. Marilyn Morgan of the
Northern District of California approved Mr. Neilson's request for
documents and information from the state Department of
Corporations, which cancelled Cedar Funding's permit in April 2008
to sell investments in its mortgage pool.

Stein & Lubin, according to MontereyHerald.com, opposes the
trustee's request for more information about its dealings with
Cedar Funding and insurance policies.  Law firm attorney Dennis D.
Miller said in court documents that the trustee previously told
the firm that he believed Mr. Nielsen "ran his Ponzi scheme on his
own without any attorney."  Stein & Lubin said that it already has
turned over more than 2,800 pages of documents to Mr. Neilson,
MontereyHerald.com states.  MontereyHerald.com relates that Mr.
Miller said that the wide-ranging request for more information
amounts to a "fishing expedition" with "few procedural safeguards"
for the law firm.

MontereyHerald.com reports that Mr. Neilson said he has a right to
the firm's client file on Cedar Funding because "the debtors paid
for this information.  It belongs to them, not the attorneys."

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- is a mortgage lender.  It filed
a Chapter 11 petition on May 26, 2008 (Bankr. N.D. Calif. Case No.
08-52709).  Judge Marilyn Morgan presides over the case.  Cecily
A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents the Debtor, and R. Todd Neilson serves as
the Chapter 11 Trustee.  Cedar Funding, Inc., accepted many
millions of dollars from hundreds of individuals who believed they
were acquiring fractional interests in loans that were secured by
real property.  Many more invested with CFI through a related
entity, Cedar Funding Mortgage Fund LLP, that acquired fractional
interests in the name of the Fund.  CFI failed to record
assignments of its deeds of trust that would have provided
security interests to most of its investors, including the Fund.
The Debtor estimated assets of less than $50,000 and debts of
$100 million to $500 million in its Chapter 11 petition.


CHRYSLER LLC: Creditors' Panel Seeks Billions From Daimler
----------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
cases of Chrysler LLC, now known as Old CarCo LLC, has filed a
lawsuit seeking to hold Daimler AG accountable for "billions" of
dollars in assets that it unlawfully extracted from Chrysler.

In 2007, immediately before the sale of a controlling interest in
Chrysler to Cerberus Capital Management LP, Daimler engineered a
restructuring of Chrysler's business.  "As part of this
restructuring, Daimler stripped away Chrysler's most valuable
assets in exchange for assets that were worth considerably less,
and sometimes for no consideration at all," the Committee alleges
in its August 17 complaint filed as part of Chrysler's Chapter 11
proceedings.

Daimler acquired Chrysler in 1998.  In 2006, Daimler came to the
conclusion that its merger with Chrysler was a failure, as sales
deteriorated, and Chrysler was burdened with debt.  Daimler,
according to the Committee's 10-count complaint, knew that, as
Chrysler's corporate parent and guarantor of Chrysler's debt, it
faced a very real risk that it would be forced to make good on
many billions of dollars of Chrysler's obligations.  Daimler
decided to avoid that risk by severing itself from Chrysler.

Before ridding itself of its potential obligations to Chrysler's
creditors, Daimler determined to wrest as much value as possible
from the Chrysler companies, the Committee said.  To do that,
Daimler orchestrated a complex restructuring primarily during the
spring of 2007, shortly before Daimler sold a controlling interest
in Chrysler to Cerberus.  During this restructuring, valuable
assets that had been held by Chrysler were passed up the corporate
chain to Daimler-owned entities.  Other assets were taken from
Chrysler and transferred to newly Created holding company wholly
owned by Daimler which was used as the vehicle for the sale to
Cerberus.  "In both types of transfers, Chrysler received
inadequate value in exchange for the assets taken away."

The Complaint asserts claims against Daimler and its affiliates
for intentional and constructive fraudulent transfers.  According
to the Committee, following the transfers, Chrysler (a) was
insolvent, (b) was engaged in a business for which its remaining
assets or capital were unreasonably small, and (c) incurred debt
beyond its ability to pay as they became due.  The Committee wants
to void the transfers pursuant to Section 550 of the Bankruptcy
Code.

The Creditors Committee wants a jury trial to determine damages
for what it alleges was a 48-step fraud.

The Creditors Committee also asserts claims for breach of
fiduciary duty against certain of Chrysler's former directors and
against Daimler directly for authorizing, or, in Daimler's case,
causing the directors to authorize, these fraudulent transfers.

U.S. Bankruptcy Judge Arthur Gonzalez at an August 13 hearing
approved the Creditors Committee's request to pursue claims on
behalf of Chrysler LLC's estate against Daimler.

A redacted copy of the Complaint is available for free at:

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

The Committee is represented by:

          SUSMAN GODFREY L.L.P.
          Stephen D. Susman, Esq.
            E-mail: ssusman@susmangodfrey.com
          Jacob W. Buchdahl
            E-mail: jbuchdahl@susmangodfrey.com
          Suyash Agrawal
            E-mail: sagrawal@susmangodfrey.com
          654 Madison Ave., 5th Floor
          New York, NY 10065
          (212) 336-8330

          STUTZMAN, BROMBERG, ESSERMAN & PLIFKA, p.e.
          Sander L. Esserman, Esq.
            E-mail: esserman@sbep-law.com
          Robert T. Brousseau, Esq.
            E-mail: brousseau@sbep-law.com
          Peter D'Apice
            E-mail: dapice@sbep-law.com
          2323 Bryan Street, Suite 2200
          Dallas, TX 75201
          (214) 969-4900

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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).  Chrysler 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.  Kramer Levin
Naftalis & Frankel LLP serves as counsel to the Creditors
Committee.  As of December 31, 2008, Chrysler had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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)


CIT GROUP: Has $1.68-Bil. Q2 Loss; Pushes Out-of-Court Plan
-----------------------------------------------------------
CIT Group Inc. filed its Form 10-Q with the Securities and
Exchange Commission, disclosing $1,679,400,000 loss for the second
quarter of 2009, compared with $2,084,400,000 loss in the year-ago
period.

CIT in early August announced a restructuring of its liabilities
to provide additional liquidity and further strengthen its capital
position.  CIT said in yesterday's Form 10-Q that it intends to
pursue its restructuring plan outside of the Bankruptcy Court.

The Company's restructuring plan includes various scenarios, some
of which reflect possible asset or business sales.  As part of its
restructuring plan, the Company obtained a $3 billion loan and
commenced a cash tender offer for its $1 billion outstanding
floating-rate senior notes due August 17, 2009.  CIT yesterday
said that the tender offer met minimum requirements as 59.81% of
the total notes outstanding were tendered.  CIT offered $875 per
$1,000 principal amount of the notes.

The Company admitted it may need to seek relief under the U.S.
Bankruptcy Code if its restructuring plan is unsuccessful, or if
the steering committee of bondholders is unwilling to agree to an
out-of-court restructuring.  This relief may include (i) seeking
bankruptcy court approval for the sale of most or substantially
all of our assets pursuant to Section 363(b) of the Bankruptcy
Code; (ii) pursuing a plan of reorganization; or (iii) seeking
another form of bankruptcy relief, all of which involve
uncertainties, potential delays and litigation risks.

As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.

A copy of the Company's second quarter report on Form 10-Q is
available for free at http://researcharchives.com/t/s?4211

                          About CIT Group

CIT Group Inc. -- http://www.cit.com/-- is a bank holding company
with more than $60 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses.  Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide.  CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance.  Founded in 1908 and
headquartered in New York City, CIT is a member of the Fortune
500.

As reported by the TCR on July 24, Standard & Poor's Ratings
Services said that its ratings on CIT Group Inc. (CC/Negative/C)
are not immediately affected by the company's announcement that it
had initiated a recapitalization plan and entered into a $3
billion loan facility provided by a group of major bondholders.
"The current rating level continues to reflect a significantly
heightened risk of bankruptcy," S&P said.

As part of the restructuring, CIT commenced a cash tender offer
for its outstanding floating-rate senior notes due August 17,
2009.  Noting that the price offered is less than face value, S&P
said that, in accordance with criteria, upon completion of the
offer, it will lower its counterparty credit rating on the company
to 'SD' (selective default) and lower the ratings on the affected
debt issue to 'D'.

As reported by the TCR on July 20, Moody's Investors Service
lowered CIT Group's senior unsecured rating to Ca from B3 and
issuer rating to Ca from B3.  The downgrade follows CIT's
announcement that that it expects no additional support from the
U.S. government and that it is evaluating alternatives, which
Moody's believes includes a high probability of a near-term
bankruptcy filing.


CIT GROUP: Tender Offer Expires, Meets Minimum Condition
--------------------------------------------------------
CIT Group Inc. on Monday announced the expiration and successful
completion of its tender offer for its $1 billion of Floating Rate
Senior Secured Notes due August 17, 2009.  The Offer expired at
12:00 midnight, New York City time, at the end of August 14, 2009.
The completion of this tender offer is another important milestone
as the Company continues to make progress on the development and
execution of a comprehensive restructuring plan.

As of the expiration date, 59.81% of the total Notes outstanding
were validly tendered and not withdrawn, an amount in excess of
the minimum condition.  In accordance with the terms and
conditions of the Offer, CIT will accept tendered Notes for
payment on August 17, 2009, the settlement date, at a purchase
price of $875 per $1,000 principal amount of Notes.  CIT will pay
amounts due on Notes that have matured but were neither tendered
in, nor subject to the Offer in accordance with the terms of those
Notes.

Morgan Stanley & Co. Incorporated and BofA Merrill Lynch are the
Dealer Managers for the Offer. D.F. King & Co., Inc. is the
Depositary and Information Agent.  Persons with questions
regarding the Offer should contact Morgan Stanley & Co.
Incorporated toll free at (800) 624-1808 or collect at (212) 761-
5384 or BofA Merrill Lynch at (980) 388-4813, Attn. Debt Advisory
Services.  Requests for documents should be directed to D.F. King
& Co., Inc. toll free at (800) 758-5880 or collect at (212)
269-5550.  The terms and conditions of the Offer are set forth in
the Offer to Purchase dated July 20, 2009, the Supplement dated
July 23, 2009, copies of which are available from the Information
Agent.

                        Restructuring Plan

CIT said July 15 that it has been advised that there is no
appreciable likelihood of additional government support being
provided over the near term.  The Company's Board of Directors and
management, in consultation with its advisors, are evaluating
alternatives.

CIT later announced a restructuring of its liabilities to provide
additional liquidity and further strengthen its capital position.
CIT obtained a $3 billion loan and commenced a cash tender offer
for its outstanding floating-rate senior notes due August 17,
2009.  The price offered is less than face value, and the Company
has indicated that without a successful tender offer it may have
to file for bankruptcy protection.

CIT has more than $1 billion of unsecured notes maturing in both
third- and fourth-quarter 2009.  Payments for these notes could
become increasingly difficult to make if borrower draws increase
significantly and CIT does not win regulatory approval of its
strategic initiatives, Standard & Poor's said.

CIT applied for access to government aid before $1 billion in
bonds mature in August.  Since Nov. 25 the Federal Deposit
Insurance Corp. has backed $274 billion in bond sales under its
Temporary Liquidity Guarantee Program.  However, the FDIC was
apprehensive to approve the application because of CIT's worsening
credit quality.

This led to reports that CIT, which serves as lender to 950,000
businesses, is preparing for a bankruptcy filing.  According to
the Wall Street Journal, CIT Group hired Skadden, Arps, Slate,
Meagher & Flom, LLP, to prepare for a bankruptcy filing.

                          About CIT Group

CIT Group Inc. -- http://www.cit.com/-- is a bank holding company
with more than $60 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses.  Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide.  CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance.  Founded in 1908 and
headquartered in New York City, CIT is a member of the Fortune
500.

CIT Group reported $75.7 billion in assets and $68.2 billion in
liabilities, including $3 billion in deposits, at the end of the
first quarter.

As reported by the TCR on July 24, Standard & Poor's Ratings
Services said that its ratings on CIT Group Inc. (CC/Negative/C)
are not immediately affected by the company's announcement that it
had initiated a recapitalization plan and entered into a $3
billion loan facility provided by a group of major bondholders.
"The current rating level continues to reflect a significantly
heightened risk of bankruptcy," S&P said.

As part of the restructuring, CIT commenced a cash tender offer
for its outstanding floating-rate senior notes due August 17,
2009.  Noting that the price offered is less than face value, S&P
said that, in accordance with criteria, upon completion of the
offer, it will lower its counterparty credit rating on the company
to 'SD' (selective default) and lower the ratings on the affected
debt issue to 'D'.

As reported by the TCR on July 20, Moody's Investors Service
lowered CIT Group's senior unsecured rating to Ca from B3 and
issuer rating to Ca from B3.  The downgrade follows CIT's
announcement that that it expects no additional support from the
U.S. government and that it is evaluating alternatives, which
Moody's believes includes a high probability of a near-term
bankruptcy filing.


CITIZENS REPUBLIC: Fitch Downgrades Issuer Default Rating to 'B+'
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term and short-term Issuer
Default Ratings for Citizens Republic Bancorp, Inc., to 'B+' and
'B', respectively.  In addition, Fitch has downgraded the long-
term and short-term IDRs of CRBC's principal bank subsidiaries,
including lead bank Citizens Bank, to 'BB-' and 'B', respectively.
The ratings have been placed on Rating Watch Negative.

Fitch's downgrade of CRBC's ratings reflects the company's current
level of credit deterioration and the impact on core earnings
(excluding goodwill writedowns), as well as Fitch's expectation of
continued credit pressure given CRBC's concentration in the state
of Michigan.  Although CRBC has been aggressive in addressing its
problem assets and has increased reserve levels, the downgrade
indicates Fitch's belief that prolonged credit stress will
continue to hamper the company's performance and erode capital.
To date, the most severe credit pressure has occurred in the land
hold, land development, and construction loan books, but Fitch
anticipates that CRBC will feel increased stress and provisioning
needs will remain high due to other portions of the commercial
real estate loan portfolio and the retail book in particular.
Consequently, Fitch believes the company will operate at a loss in
2009 and likely in 2010.

CRBC has publicly announced pending debt exchange offers and its
application for the U.S. Treasury's Capital Assistance Program to
bolster Tier I equity in light of the current credit outlook.
Fitch believes that CRBC will need to issue preferred stock
through the CAP to help offset the capital erosion over the next
two years.

A resolution of the Negative Rating Watch hinges upon CRBC's
receipt of the additional capital including the CAP funding and
the stabilization of asset quality deterioration, and in this
case, current ratings would likely be affirmed.  Conversely,
should the company fail to raise the necessary capital through the
CAP and significant credit quality deterioration persists,
downgrades would result.

Citizens Republic Bancorp, Inc. is a $12.3 billion bank holding
company headquartered in Flint, MI that operates more than 230
offices and 260 ATMS in the Midwest.  It serves markets in
Michigan, Ohio, Wisconsin, and Indiana as Citizens Bank, and
operates F&M Bank in Iowa.  CB Wealth Management, National
Association is a limited-purpose trust charter.

Fitch has taken these rating actions and placed the ratings on
Rating Watch Negative:

Citizens Republic Bancorp, Inc.

  -- Long-term Issuer Default Rating downgraded to 'B+' from
     'BBB-';

  -- Subordinated debt downgraded to 'B-/RR6' from 'BB+';

  -- Preferred stock downgraded to 'CCC/RR6' from 'BB-';

  -- Short-term IDR downgraded to 'B' from 'F3';

  -- Individual downgraded to 'D/E' from 'C';

  -- Support affirmed at '5';

  -- Support floor affirmed at 'NF'.

Citizens Bank
F&M Bank-Iowa

  -- Long-term deposits downgraded to 'BB' from 'BBB';
  -- Long-term IDR downgraded to 'BB-' from 'BBB-';
  -- Short-term deposits downgraded to 'B' from 'F2';
  -- Short-term IDR downgraded to 'B' from 'F3';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

CB Wealth Management, National Association

  -- Long-term IDR downgraded to 'BB-' from 'BBB-';
  -- Short-term IDR downgraded to 'B' from 'F3';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Citizens Funding Trust I

  -- Preferred stock downgraded to 'CCC/RR6' from 'BB+'.


COLONIAL BANCGROUP: Fitch Downgrades Issuer Default Rating to 'D'
-----------------------------------------------------------------
Subsequent to the Federal Deposit Insurance Corp's action of
placing the Colonial Bancgroup's banking subsidiary, Colonial
Bank, into receivership, Fitch has downgraded the Issuer Default
Ratings to 'D' from 'C'.

Following the bank's closure, the FDIC will sell the majority of
Colonial's deposits to BB&T Corporation.  As a result, Fitch has
placed Colonial's deposit ratings on Rating Watch Evolving.  Those
deposits being assumed by BB&T would eventually be aligned with
BB&T's current deposit rating levels.  The ratings of any
potential deposits not included in the transaction would be
further reviewed by Fitch.  It is anticipated that parent company
CNB will file for bankruptcy in the very near future.  BB&T is not
assuming any bank level subordinated debt or holding company
obligations.

A $25 billion banking company headquartered in Montgomery,
Alabama, CNB was a Florida concentrated institution, with the
majority of the company's deposits and assets (including mortgage
warehouse) located within the state.  In addition to Florida and
Alabama, Colonial also maintained a presence in the states of
Georgia, Texas and Nevada.

Fitch has downgraded these ratings:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C';
  -- Individual to 'F' from 'E'.

Colonial Bank

  -- Long-term IDR to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C'
  -- Individual to 'F' from 'E'.

These ratings are unaffected by the action:

The Colonial BancGroup, Inc.

  -- Subordinated debt'C/RR6'.

Colonial Bank

  -- Subordinated debt 'C/RR6'.

Colonial Capital Trust IV

  -- Preferred stock 'C/RR6'.

CBG Florida REIT

  -- Preferred stock 'C/RR6'.

In addition, Fitch has withdrawn these ratings:

The Colonial BancGroup, Inc.

  -- Support '5';
  -- Support Floor 'NF'.

Colonial Bank

  -- Support '5';
  -- Support Floor 'NF'.

Fitch has placed these ratings on Rating Watch Evolving:

Colonial Bank

  -- Long-term deposits 'CC/RR3';
  -- Short-term deposits 'C'.


COMMERCECONNECT MEDIA: Taps Curtis Mallet-Prevost as Attorneys
--------------------------------------------------------------
Commerceconnect Media Holdings Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Curtis, Mallet-Prevost, Colt & Mosel LLP as
their attorneys.

The firm has agreed to, among other things:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors and representing the Debtors' interests in
      negotiations concerning litigation in which the Debtors are
      or become involved, including objections to claims filed
      against the Debtors' estates;

   d) prepare all motions, applications, answers, orders, reports
      and papers necessary to the administration of the Debtors '
      estates; and

   e) take any necessary action on behalf of the Debtors to obtain
      approval of a disclosure statement and confirmation of a
      chapter 11 plan.

The firm's standard hourly rates are:

      Designation              Hourly Rate
      -----------              -----------
      Partners                 $675-$785
      Counsel                  $525-$595
      Associates               $290-$575
      Paraprofessionals        $170-$210

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About CommerceConnect

CommerceConnect Media, doing business as Cygnus, is a business-to-
business publisher and communications company.  CommerceConnect's
brands include Qualified Remodeler, Firehouse, Equipment Today,
Kitchen and Bath Design News, and the CPA Technology Advisor.  In
total, CommerceConnect publishes 42 trade publications in 13
markets, with total circulation of more than 3 million.
CommerceConnect also operates 38 Web sites which generated more
than 180 million page views in 2008.  CommerceConnect also
produces more than 30 trade shows and events each year.

CommerceConnect Media Holdings, Inc., together with affiliates,
including Cygnus Business Media Inc., filed for Chapter 11 on
August 3, 2009 (Bankr. D. Del. Case No. 09-12765).  Attorneys at
Richards, Layton & Finger, P.A., and Curtis, Mallet-Prevost, Colt
& Mosle LLP, serve as counsel to the Debtors.  Garden City Group
Inc. serves as noticing and claims agent.  Miller Buckfire & Co.,
LLC, is the Debtors' financial advisor.  Attorneys at Sidley
Austin represent General Electric Capital Corp., the first lien
agent, while attorneys at Paul, Hastings, Janofsky & Walker LLP
serve as counsel to Barclays Bank PLC, the second lien agent.
Judge Brendan Linehan Shannon presides over the case.  The
petition says CommerceConnect has $100,000,001 to $500,000,000 in
assets and debts.


COMMERCECONNECT MEDIA: Proposes Richard Layton as Co-Counsel
------------------------------------------------------------
Commerceconnect Media Holdings Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Richard Layton & Finger P.A. as their co-
counsel.

The firm has agreed to:

  a) advise the Debtors of their rights, powers and duties as
     debtors and debtors-in-possession;

  b) take all necessary action to protect and preserve the
     Debtors' estates, including the prosecution of actions on the
     Debtors' behalf, the defense of any actions commenced against
     the Debtors, the negotiation of disputes in which the Debtors
     are involved, and the preparation of objections to claims
     filed against the Debtors' estates;

  c) prepare on behalf of the Debtors all necessary motions,
     applications, answers, orders, reports and papers in
     connection with the administration of the Debtors' estates;
     and

  d) perform all other necessary legal services in connection with
     the Chapter 11 Cases.

The firm's professionals and their standard hourly rates are:

     Professional                     Hourly Rate
     ------------                     -----------
     John H. Knight, Esq.                $600
     Jason M. Madron, Esq.               $345
     Lee E. Kaufman, Esq.                $275
     Zachary 1. Shapiro, Esq.            $245
     Janel Gates                         $195

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About CommerceConnect

CommerceConnect Media, doing business as Cygnus, is a business-to-
business publisher and communications company.  CommerceConnect's
brands include Qualified Remodeler, Firehouse, Equipment Today,
Kitchen and Bath Design News, and the CPA Technology Advisor.  In
total, CommerceConnect publishes 42 trade publications in 13
markets, with total circulation of more than 3 million.
CommerceConnect also operates 38 Web sites which generated more
than 180 million page views in 2008.  CommerceConnect also
produces more than 30 trade shows and events each year.

CommerceConnect Media Holdings, Inc., together with affiliates,
including Cygnus Business Media Inc., filed for Chapter 11 on
August 3, 2009 (Bankr. D. Del. Case No. 09-12765).  Attorneys at
Richards, Layton & Finger, P.A., and Curtis, Mallet-Prevost, Colt
& Mosle LLP, serve as counsel to the Debtors.  Garden City Group
Inc. serves as noticing and claims agent.  Miller Buckfire & Co.,
LLC, is the Debtors' financial advisor.  Attorneys at Sidley
Austin represent General Electric Capital Corp., the first lien
agent, while attorneys at Paul, Hastings, Janofsky & Walker LLP
serve as counsel to Barclays Bank PLC, the second lien agent.
Judge Brendan Linehan Shannon presides over the case.  The
petition says CommerceConnect has $100,000,001 to $500,000,000 in
assets and debts.


COMMERCECONNECT MEDIA: Selects Miller Bucker as Investment Banker
-----------------------------------------------------------------
Commerceconnect Media Holdings Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Miller Buckfire & Co. LLC as their financial
advisor and investment banker.

The firm has agreed to:

  a) familiarize itself with the business, operations, properties,
     financial condition and prospects of the Debtors;

  b) provide general financial advisory and investment services,
     including, if the Debtors determine to undertake a
     "restructuring", "financing" and "sale", advising and
     assisting the Debtors in structuring and effecting the
     financial aspects of such a transaction or transactions;

  c) provide financial advice and assistance to the Debtors in
     developing and seeking approval of a plan of reorganization;

  d) provide financial advice and assistance to the Debtors in
     structuring any new securities to be issued under a plan of
     reorganization; and

  e) assist the Debtors and participate in negotiations with
     entities or groups affected by a plan of reorganization.

The firm charges $150,000 per month for this engagement.

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About CommerceConnect

CommerceConnect Media, doing business as Cygnus, is a business-to-
business publisher and communications company.  CommerceConnect's
brands include Qualified Remodeler, Firehouse, Equipment Today,
Kitchen and Bath Design News, and the CPA Technology Advisor.  In
total, CommerceConnect publishes 42 trade publications in 13
markets, with total circulation of more than 3 million.
CommerceConnect also operates 38 Web sites which generated more
than 180 million page views in 2008.  CommerceConnect also
produces more than 30 trade shows and events each year.

CommerceConnect Media Holdings, Inc., together with affiliates,
including Cygnus Business Media Inc., filed for Chapter 11 on
August 3, 2009 (Bankr. D. Del. Case No. 09-12765).  Attorneys at
Richards, Layton & Finger, P.A., and Curtis, Mallet-Prevost, Colt
& Mosle LLP, serve as counsel to the Debtors.  Garden City Group
Inc. serves as noticing and claims agent.  Miller Buckfire & Co.,
LLC, is the Debtors' financial advisor.  Attorneys at Sidley
Austin represent General Electric Capital Corp., the first lien
agent, while attorneys at Paul, Hastings, Janofsky & Walker LLP
serve as counsel to Barclays Bank PLC, the second lien agent.
Judge Brendan Linehan Shannon presides over the case.  The
petition says CommerceConnect has $100,000,001 to $500,000,000 in
assets and debts.


COOPER-STANDARD: Opposes Cooper Tire Action in Canadian Case
------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
Bankruptcy Court to deny Cooper Tire & Rubber Company's bid to
file an action in the insolvency case of their Canadian unit.

Attorney for the Debtors, Drew Sloan, Esq., at Richards Layton &
Finger P.A., in Wilmington, Delaware, says that Cooper Tire does
not have a claim against Cooper-Standard Automotive Canada Ltd.,
and does not have ownership interest in the tax refunds.

Mr. Sloan describes Cooper Tire's move as an attempt to
"leapfrog" ahead of every other creditor.

"Cooper Tire is seeking to gain an unfair advantage over all of
the Debtors' creditors and is seeking a remedy that will
significantly harm the Debtors and their estates," Mr. Sloan
says, pointing out that funds that would otherwise be available
for the operations of CSA Canada and the Debtors, and for
distribution to creditors would be frozen for the sole benefit of
one unsecured creditor.

"Any claim of Cooper Tire should be addressed in the claims
resolution process together with all other unsecured claims
against the individual Debtors," he further says.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main custoemrs include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.  For
more information, visit the Company's Web site at:

                   http://www.cooperstandard.com/

Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Proposes A&M as Restructuring Adviser
------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal North America LLC as their
restructuring adviser effective August 3, 2009.

Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings, says the firm is well-qualified for the
job given its extensive experience in providing advisory services
in the restructuring and reorganization of companies involved in
complex Chapter 11 cases.

Mr. Campbell says that A&M's managing director, Robert Campagna,
is well-suited to provide the restructuring support services and
to lead the assignment required by the Debtors.

As restructuring adviser, A&M is tasked to:

  (1) assist the Debtors in preparing and developing short-term
      cash flow forecasts and liquidity plans;

  (2) assist the Debtors' management team and counsel focused on
      the coordination of resources related to the ongoing
      reorganization effort;

  (3) assist in preparing financial information for distribution
      to creditors and other concerned parties;

  (4) attend meetings and assist the Debtors in their
      discussions with potential investors, banks and other
      secured lenders, any official committee appointed in their
      cases and the U.S. Trustee, as requested;

  (5) assist the Debtors in analyzing information required
      under the proposed debtors-in-possession financing;

  (6) analyze creditor claims and assist the Debtors in
      developing database to track those claims;

  (7) assist the debtor in preparing financial-related
      disclosures required by the Court; and

  (8) assist in identifying executory contracts and leases, and
      conduct evaluation with respect to their assumption or
      rejection.

A&M will be paid for its services at these hourly rates:

  Managing Directors      $625 - $850
  Directors               $450 - $625
  Associates              $300 - $450
  Analysts                $225 - $300

The firm will also be reimbursed of the expenses incurred in
connection with its employment as restructuring adviser.

A&M has already received various retainers in connection with the
preparation of the Debtors' bankruptcy filing.  The unapplied
remaining retainer for $200,000, will constitute a general
retainer for postpetition services, will not be segregated by A&M
in a separate account, and will be held until the end of the
Debtors' cases and applied to the firm's fees approved by a final
court order.

Robert Campagna, managing director of A&M, assures the Court that
his firm does not hold or represent any interest adverse to the
Debtors and their estates, and that it is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.


COOPER-STANDARD: Sec. 341 Meeting Of Creditors on Sept. 10
----------------------------------------------------------
Roberta De Angelis, Acting United States Trustee for Region 3,
proposes to convene a meeting of the creditors of Cooper-Standard
Holdings Inc. and its affiliated debtors on September 10, 2009,
2:00 p.m., at Room 2112 of J. Caleb Boggs Federal Building, 2nd
Floor, in Wilmington, Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main custoemrs include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.  For
more information, visit the Company's Web site at:

                   http://www.cooperstandard.com/

Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: U.S. Trustee Forms 7-Member Creditors Committee
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Roberta De
Angelis, Acting United States Trustee for Region 3, appointed
seven creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Cooper-Standard Holdings
Inc. and its affiliated debtors:

  (1) Wilmington Trust Company, as
      Indenture Trustee
      Attn: Patrick Healy, Rodney
      Square North, 1100 N. Market Street
      Wilmington, DE 19890
      Phone: 302-636-6391
      Fax: 302-636-4149

  (2) Pioneer High Yield Fund
      Attn: Christopher J. Kelley
      60 State Street
      Boston, MA 02109
      Phone: 617-422-4952
      Fax: 617-422-4223

  (3) U.S. Bank National Association as
      Successor Indenture Trustee
      Attn: Timothy Sandell
      Corporate Trust Services
      60 Livingston Avenue
      St. Paul, MN 55107-2292,
      Phone: 651-495-3959
      Fax: 651-495-8100

  (4) TD High Yield Income Fund
      Attn: Greg Kocik
      161 Bay Street, 33rd Floor
      Toronto, ON M5J 3T2
      Phone: 416-983-8898/6933
      Fax: 416-982-4298

  (5) United Steelworkers
      Attn: David R. Jury
      Five Gateway Center, Room 807
      Pittsburgh, PA 15222
      Phone: 412-562-2546
      Fax: 412-562-2429

  (6) EMS-CHEMIE (North America) Inc.
      Attn: Tom Herbster, PO Box 1717
      Sumter, SC 29151-1717
      Phone: 803-481-6154
      Fax: 803-481-3820

  (7) Pension Benefit Guaranty Corporation
      Attn: Dana Cann
      1200 K Street, N.W.
      Washington, DC 20005-4026
      Phone: 202-326-4070 x 3810
      Fax: 202-842-2643

Wilmington Trust holds the largest claim in the Debtors' list of
their 30 largest unsecured creditors.  Wilmington Trust asserts a
$313,350,000 claim against the Debtors' estate.

The Official Creditors Committees has the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  It may investigate the Debtors' business and
financial affairs.  Importantly, the Official Committee serves as
fiduciary to the general population of creditors it
represents.

The Committee may also attempt to negotiate the terms of a
consensual Chapter 11 plan, which is 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 Debtors is impossible, it may urge the
bankruptcy court to convert the Chapter 11 cases to a
liquidation proceeding.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main custoemrs include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.  For
more information, visit the Company's Web site at:

                   http://www.cooperstandard.com/

Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Fr¸ res & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


CUSTOM WOODWORKS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Custom Woodworks, Inc.
        4188 Hwy. 57 W.
        Ramer, TN 38367

Bankruptcy Case No.: 09-13355

Chapter 11 Petition Date: August 14, 2009

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

Judge: G. Harvey Boswell

Debtor's Counsel: C. Jerome Teel Jr., Esq.
                  425 East Baltimore Street
                  Jackson, TN 38301
                  Tel: (731) 424-3315
                  Email: beth@tennesseefirm.com

Total Assets: $2,465,900

Total Debts: $718,643

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

            http://bankrupt.com/misc/tnwb09-13355.pdf

The petition was signed by Ron Newcomb, secretary/treasurer of the
Company.


CYTOMEDIX INC: PwC Says Recurring Losses Cued Going Concern Doubt
-----------------------------------------------------------------
Cytomedix, Inc. posted a net loss of $7.66 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of $5.07
million for the same period in 2008.

At Dec. 31, 2008, the Company's balance sheet showed total assets
of $4.79 million, total liabilities of $1.65 million and
stockholders' equity of $3.14 million.

On March 31, 2009, PricewaterhouseCoopers LLP in McLean, Virginia
expressed substantial doubt about Cytomedix, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended Dec. 31, 2008, and 2007.
The auditor noted that the Company suffered recurring losses from
operations and has insufficient liquidity to fund its ongoing
operations.

The Company filed an Amendment No. 1 on Form 10-K/A to its Annual
Report on Form 10-K for the year ended Dec. 31, 2008, which was
originally filed with the SEC on March 31, 2009.  The amendment
was for the sole purpose of including a signed copy of the report
of the Company's independent accounting firm of PwC.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?41fa

A full-text copy of the Company's original Form 10-K is available
for free at http://ResearchArchives.com/t/s?41f9

Cytomedix, Inc. (AMEX:GTF) is a biotechnology company that
develops, sells and licenses regenerative biological therapies to
primarily address the areas of wound care, inflammation and
angiogenesis.  The Company markets the AutoloGel System, a device
for the production of platelet rich plasma gel derived from the
patient's own blood.  The Company is also engaged in the
development of other product candidates in its pipeline. Cytomedix
sells its products primarily to health care providers in the
United States and licenses its patents to surgical medical device
suppliers in the U.S.


CYTORI THERAPEUTICS: June 30 Balance Sheet Upside-Down by $880,000
------------------------------------------------------------------
Cytori Therapeutics, Inc.'s balance sheet at June 30, 2009, showed
total assets of $25.68 million and total liabilities of
$26.56 million, resulting in a stockholders' deficit of $880,000.

For three months ended June 30, 2009, the Company posted a net
loss of $826,000 compared with a net loss of $8.41 million for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $6.29 million compared with a net loss of $16.68 million for
the same period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company had an accumulated
deficit of $166.21 million as of June 30, 2009.  Additionally, the
Company had used net cash of $12.05 million and $18.18 million to
fund its operating activities for the six months ended June 30,
2009 and 2008, respectively.  To date these operating losses have
been funded from outside sources of invested capital.

The Company added that if it is unsuccessful in its efforts to
raise outside capital in the near term, it will be required to
further reduce its research, development, and administrative
operations, including reduction of its employee base, in order to
offset the lack of available funding.

The Company is pursuing financing opportunities in both the
private and public debt and equity markets well as through
strategic corporate partnerships.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41f7

Cytori Therapeutics Inc. (FRA:XMP) -- http://www.cytoritx.com/--
develops, manufactures, and sells medical technologies to enable
the practice of regenerative medicine.  The Company's commercial
activities are focused on cosmetic and reconstructive surgery in
Europe and Asia-Pacific, and stem and regenerative cell banking in
worldwide.  Its product pipeline includes the development of new
treatments for cardiovascular disease, spinal disc degeneration,
gastrointestinal disorders, liver and renal disease and pelvic
health conditions.


DELPHI CORP: Enters Into Liquidity Pact Amendment with GM
---------------------------------------------------------
Delphi Corporation on August 13, 2009, entered into a further
amendment to its existing liquidity agreement between Delphi and
General Motors Company (as assignee of Motors Liquidation Company,
formerly known as General Motors Corporation).

The effect of the Ninth Amendment was to extend the deadline for
Delphi to satisfy certain milestones, which if not met, would
prevent Delphi from continued access to the facility.

The GM Advance Agreement was amended and restated on June 1, 2009
to provide Delphi with an additional $250 million credit facility
-- Tranche C Facility -- subject to Delphi's continued
satisfaction of certain conditions and milestones.

Delphi's continued ability to request advances under the Tranche C
Facility is conditioned on progress in achieving the transactions
contemplated by the confirmed First Amended Joint Plan
Reorganization as modified, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on June 16, 2009.
Specifically, prior to the Ninth Amendment, the ability of Delphi
to request advances on or after August 13, 2009 was conditioned on
the entry by the Court of an order, in form and substance
reasonably acceptable to GM, approving the Modified Plan or an
implementation agreement pursuant to which the parties to the
Master Disposition Agreement, dated June 1, 2009, as revised and
amended, among Delphi, GM Components Holdings, LLC, GM and
Parnassus Holdings II, LLC, would perform their obligations
thereunder pursuant to Section 363 of the Bankruptcy Code,
independent of and not pursuant to or contingent on the
effectiveness of the Modified Plan.  The Ninth Amendment extends
the August 13, 2009 date until 8:00 p.m. (Eastern time) on August
18, 2009.  All other terms of the GM Advance Agreement remain in
effect.

              Amendment to Accommodation Agreement

On August 13, Delphi also entered into a further amendment, to its
accommodation agreement, with the lenders under its existing
debtor-in-possession financing agreement, consisting of a
$1.1 billion first priority revolving credit facility -- Tranche A
Facility; a $500 million first priority term loan -- Tranche B
Term Loan; and a $2.75 billion second priority term loan --
Tranche C Term Loan.  The effect of the Twenty-Eighth Amendment is
to extend the term of the Accommodation Agreement to 8:00 p.m.
(Eastern time) on August 18, 2009.

Pursuant to the Accommodation Agreement, as in effect through the
Twenty-Seventh Amendment, the lenders agreed, among other things,
to allow Delphi to continue using the proceeds of the Amended and
Restated DIP Credit Facility and to forbear from the exercise of
certain default-related remedies, in each case until August 13,
2009, subject to the continued satisfaction by Delphi of a number
of covenants and conditions.  The Twenty-Eighth Amendment further
extends that date until 8:00 p.m. (Eastern time) on August 18,
2009.  There currently remains approximately $230 million
outstanding under the Tranche A Facility, $311 million outstanding
under the Tranche B Term Loan and $2.75 billion outstanding under
the Tranche C Term Loan under the Amended and Restated DIP Credit
Facility.  The remaining provisions in the Accommodation Agreement
are materially unchanged.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.

At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.

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


DELPHI CORP: Exhaust Business Sale to Bienes Turgon Completed
-------------------------------------------------------------
Delphi Corporation has closed the sale to Mexican company Bienes
Turgon of assets and shares related to the company's global
exhaust business in Shanghai, China and Gurgaon, India.  Bienes
Turgon officially begins operation of this business in China and
India on August 1, 2009, under the name Katcon Global.  Bienes
Turgon had previously purchased assets and shares related to the
company's global exhaust business in Blonie, Poland; Clayton,
Australia; Port Elizabeth, South Africa; joint venture interests
in Monterrey, Mexico; technical centers in Auburn Hills, Mich.
USA; and Bascharage, Luxembourg.

As announced in December 2008, Delphi received approval from the
U.S. Bankruptcy Court for the Southern District of New York for
the sale of assets related to the company's global exhaust
business to Bienes Turgon.

Although the company is divesting its exhaust business, Delphi
Powertrain Systems continues to provide full engine
management systems (EMS) -- including air and fuel management,
combustion and valve train technology -- through its gas EMS
product business unit.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.

At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.

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


DELPHI CORP: Non-Material Changes to GM Master Disposition Pact
---------------------------------------------------------------
Delphi Corporation informed the Court that on July 31, 2009, they
executed non-material modifications to the Master Disposition
Agreement they entered into with Motors Liquidation Company,
formerly known as General Motors Corporation, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3 LLC, a
newly created entity by certain DIP Lenders.

A full-text copy of Master Disposition Agreement dated July 30,
2009, is available for free at:

   http://bankrupt.com/misc/Delphi_Jul30MasterDispAgr.pdf

The Debtors note that certain schedules have been revised in a
manner consistent to the changes made to the Master Disposition
Agreement.  The Debtors relate that those additional revised
schedules contain highly confidential information.  Accordingly,
the Debtors sought and obtained the Court's permission to file
the Revised Schedules under seal.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.

At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.

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


DELPHI CORP: Proposes to Sell Interest in PBR Joint Venture
-----------------------------------------------------------
PBR Automotive Knoxville Inc. and PBR Automotive Tennessee Inc.
formed a joint venture called PBR Automotive USA L.L.C. pursuant
to a Limited Liability Company Agreement.  PBR Automotive
Knoxville Inc. owned 51% of the joint venture, while PBR
Automotive Tennessee Inc. owned the remaining 49%.  PBR
Automotive Knoxville Inc. changed its name to PBR Tennessee Inc.
By May 1999, Delphi Automotive Systems Tennessee, Inc., or DAST
acquired PBR Automotive Tennessee Inc.'s 49% and has continued to
own such interest.

The LLC Agreement allows each member of the joint venture to
participate in managing the company.  The joint venture is
primarily financed through member contributions, cash flow from
operations, and a recent loan provided by Robert Bosch Finance
LLC, an affiliate of Robert Bosch LLC.  The LLC Agreement also
contains a prohibition on the transfer of membership interests,
and DAST and PBR Tennessee are generally restricted from
transferring their membership interests without the other
member's consent.

Accordingly, the Debtors ask the Court to authorize DAST's entry
into an letter agreement dated July 30, 2009, with Bosch.  The
Letter Agreement provides that DAST will sell its 49% membership
interest to Bosch, an affiliate of PBR Tennessee, free and clear
of all liens, for $1.75 million.

The Letter Agreement also provides that the period for repayment
of amounts owing under the Joint Venture Loan would continue
until the earlier of the closing of the sale under the Agreement
or August 31, 2009.  Bosch may extend the closing deadline under
certain circumstances up to September 15, 2009.  Moreover, PBR
Knoxville, a related PBR entity, and PBR Tennessee and the
Debtors entered into stipulations resolving the PBR parties'
proofs of claim.

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, notes that the continued ownership of
the Membership Interest would potentially require DAST to make
further capital investments in PBR Knoxville under the LLC
Agreement.  Moreover, the Debtors have ascertained in connection
with their Transformation Plan that the manufacture of brake
parts as those produced by the joint venture is no longer a core
business.  In light of the potential restrictions on transfer of
the Membership Interest, an August 31, 2009 expiration of the
period for repayment of amounts outstanding under the Joint
Venture Loan, and the fact that there is no ready market for the
Membership Interests, DAST believes that it has sound business
reason for entering into the Letter Agreement and consummating
the sale of its Membership Interest to Bosch.

Judge Drain will consider the Debtors' Motion on August 20, 2009.
Objections were due August 13.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.

At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.

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


DELPHI CORP: Reports $603 Million Net Loss in Second Quarter
------------------------------------------------------------
Delphi Corp. reported its financial results for the second
quarter of 2009 with the U.S. Securities and Exchange Commission
in a Form 10-Q filing on August 12, 2009.

The Company reported net sales of $2.77 billion for the quarter
period ended June 30, 2009, and a net loss of $603 million for
the same period.

Delphi Chief Accounting Officer and Controller Thomas Timko notes
that Delphi's global revenue and production volumes have
continued to decline due to continued substantial reductions in
vehicle production as well as economic and credit market impacts.
Delphi's non-General Motors Company sales from continuing
operations declined by 40%.  In addition, GM North America sales
decreased due to a reduction of 53% in production by GM North
America for the quarter ended June 30, 2009, which includes the
impact of the consumer trends and market conditions.  GM sales
from continuing operations in the second quarter of 2009
decreased 50% compared to the same period a year ago, and
represented 24% of total net sales from continuing operations for
the second quarter of 2009.  Other customer sales for the second
quarter of 2009 decreased 40% and represented 76% of Delphi's
total sales.  Other customer sales decreased due to decreased
volume as a result of the impact of recent consumer trends and
market conditions, as well as the impact of unfavorable foreign
exchange rates.

The Company's net loss for the second quarter of 2009, Mr. Timko
relates, was favorably impacted by:

-- $1.2 billion due to the impact of the termination of health
    care and life insurance benefits in retirement to salaried
    employees, retirees and surviving spouses effective Mar. 31,
    2009 recorded during the six months ended June 30, 2009;

-- $100 million and $253 million due to the impact of the
    Amended Global Settlement Agreement or GSA and the Master
    Restructuring Agreement or MRA recognized in the three and
    six months ended June 30, 2009;

-- the absence of $168 million goodwill impairment charges
    related to out Electrical/Electronic Architecture segment
    recorded during the three and six months ended June 30,
    2008;

-- $116 million and $213 million of decreased selling, general
    and administrative expenses in the three and six months
    ended June 30, 2009, primarily due to headcount reductions,
    temporary layoffs, and lower operating and restructuring
    costs to support information technology systems;

-- the absence of $79 million of previously capitalized fees
    paid to potential Investors and their affiliates recorded as
    expense in the six months ended June 30, 2008, as a result
    of the termination of the Equity Purchase and Commitment
    Agreement;

-- $15 million and $48 million of workforce transition program
    charges recorded during the three and six months ended
    June 30, 2008; and

-- $30 million related to the loss on sale of Delphi's global
    bearings business recorded during the six months ended
    June 30, 2008 within loss on discontinued operations.

These favorable items, Mr. Timko avers, were offset by decreases
to gross margin primarily attributable to a 53% decrease in GM
North America volume, as well as the impact of certain plant
closures and divestitures in the Automotive Holdings Group, and
recent consumer trends and market conditions, including
$96 million due to the unfavorable impact for foreign exchange
rates for the second quarter of 2009.

Delphi's income loss from discontinued operations was $28 million
for the second quarter of 2009 compared to $10 million from the
same period in 2008.  The loss from discontinued operations
includes the losses related to the operations and assets held for
sale of the Steering Business and Automotive Holdings Group.

Net cash used in Delphi's operating activities totaled
$260 million for the six months ended June 30, 2009, compared to
$599 million for the six months ended June 30, 2008.  Cash flow
from the Company's operating activities continues to be negatively
impacted by operating challenges due to lower North American
production volumes, related pricing pressures stemming from
increasingly competitive markets, and the overall slowdown in the
global economy, Mr. Timko explains.  Delphi expects its operating
activities to continue to use, not generate, cash.

                     Reorganization Efforts

Delphi avers that it continues to work with its stakeholders,
including GM, the DIP Lenders, and other interested parties to
consummate the Confirmed First Amended Joint Plan of
Reorganization, as modified, including the Master Disposition
Agreement entered among Delphi, Motors Liquidation Company,
formerly known as General Motors Corporation, General Motors
Company, GM Components Holdings, LLC, and DIP Holdco 3, LLC, a
newly created entity by certain DIP Lenders.  Until the Modified
Plan has been consummated, liquidity is expected to remain
constrained and Delphi must continue implementing and executing
its cash savings initiatives to preserve liquidity in the current
economic environment, Mr. Timko notes.  Similarly, he says, until
the transactions under the Master Disposition Agreement have been
consummated, the Master Disposition Agreement is terminated, or
unless waived by the Buyers, Delphi is subject to certain
restrictions on its activities that could hinder its ability to
compensate for any liquidity shortfall.  In addition, failure to
the milestones and other covenants under the DIP Accommodation
Agreement will be an event of default under the DIP Accommodation
Agreement and absent receipt of a waiver will result in a
termination of the accommodation period.

Against this backdrop, there can be no assurances that the
interim financing to be provided to Delphi prior to consummation
of the Modified Plan will be sufficient to compensate for the
liquidity shortfall anticipated as a result of the customer
production cuts, Mr. Timko states.

Delphi anticipates continued lower production volumes throughout
the third quarter of 2009 as compared to prior years given the
continued production shutdowns by both GM and Chrysler, which
will likely result in significantly lower receivables, earnings
and a subsequent reduction in cash flow toward the beginning of
the third quarter of 2009.

A full-text copy of Delphi's Quarterly Report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?41c9

                   Delphi Corporation, et al.
             Unaudited Consolidated Balance Sheets
                      As of June 30, 2009
                         (In Millions)

                            ASSETS

Current assets:
Cash and cash equivalents                                $823
Restricted cash                                           327
Accounts receivable, net:
    General Motors and affiliates                          533
    Other customers                                      1,621
Inventories, net:                                       1,053
Other current assets                                      456
Assets held for sale                                      680
                                                      --------
    TOTAL CURRENT ASSETS                                 5,493

Long-term assets:
Property, net                                           3,102
Investment in affiliates                                  275
Other long-term assets                                    459
                                                      --------
    TOTAL LONG-TERM ASSETS                               3,836
                                                      --------
TOTAL ASSETS                                            $9,329
                                                      ========

            LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Short-term debt                                        $4,250
Accounts payable                                        1,568
Accrued liabilities                                     2,269
Liabilities held for sale                                 463
                                                      --------
TOTAL CURRENT LIABILITIES                               8,550

Long-term liabilities:
Employee benefit plan obligations                         602
Other long-term liabilities                               981
                                                      --------
TOTAL LONG-TERM LIABILITIES                             1,583

Liabilities subject to compromise                       13,466
                                                      --------
TOTAL LIABILITIES                                     $23,599
                                                      --------

Stockholders' deficit:
Common stock                                                6
Additional paid-in capital                              2,747
Accumulated deficit                                   (12,115)
Accumulated other comprehensive loss                   (5,030)
Treasury stock                                             (6)
Noncontrolling interest                                   128
                                                      --------
TOTAL STOCKHOLDERS' DEFICIT                           (14,270)
                                                      --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $9,329
                                                      ========

                  Delphi Corporation, et al.
        Unaudited Consolidated Statement of Operations
                  Three Months Ended June 30, 2009
                        (In Millions)

Net sales:
General Motors and affiliates                            $664
Other customers                                         2,111
                                                      --------
Total net sales                                          2,775
                                                      --------

Operating expenses:
Cost of sales                                           2,686
Depreciation and amortization                             206
Goodwill impairment charges                                 -
Selling, general and administrative                       240
                                                      --------
Total operating expenses                                 3,132
                                                      --------

Operating loss                                            (357)
Interest expense                                          (168)
Other income, net                                            -
Reorganization items                                       (18)
                                                      --------

Income (loss) from continuing operations before
income taxes and equity income                           (535)
Income tax benefit (expense)                              (25)
                                                      --------
Income (loss) from continuing operations before
equity income                                            (560)
Equity (loss) income, net of tax                           (4)
                                                      --------

Loss from continuing operations                           (564)
Loss from discontinued operations, net of tax             (28)
                                                      --------
Net income (loss)                                         (592)
Net income attributable to non-controlling interest         11
                                                      --------
NET LOSS                                                 ($603)
                                                      ========

                  Delphi Corporation, et al.
        Unaudited Consolidated Statement of Cash Flows
                  Three Months Ended June 30, 2009
                        (In Millions)

Cash flows from operating activities:
Net loss                                                 ($36)
Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
  Depreciation and amortization                            339
  Long-lived asset impairment charges                       37
  Goodwill impairment charges                                -
  Pension and other postretirement benefit expenses        255
  Equity loss (income)                                      11
  Reorganization items                                  (1,126)
  U.S. employee workforce transition program                 -
  Loss on extinguishment of debt                             -
  (Gain) loss on assets held for sale                        9
  Deferred income taxes                                    (79)
Change in operating assets and liabilities:
  Accounts receivable, net                                  28
  Inventories, net                                         168
  Other assets                                             162
  Accounts payable                                         (28)
  Accrued and other long-term liabilities                  (83)
  Other, net                                               161
U.S. employee workforce transition program payments       (22)
Pension contributions                                     (60)
Other postretirement benefit payments                     (30)
Other, net                                                (37)
Discontinued operations                                    71
                                                      --------
Net cash used in operating activities                     (260)
                                                      --------

Cash flows from investing activities:
Capital expenditures                                     (239)
Proceeds from divestitures and sale of property            12
Cost of acquisitions                                        -
Proceeds from sale of non-U.S. trade bank notes            88
Proceeds from divestitures, net                            16
Decrease in restricted cash                                76
Other, net                                                 14
Discontinued operations                                    (7)
                                                      --------
Net cash used in investing activities                      (40)
                                                      --------

Cash flows from financing activities:
Net (repayments) borrowings under refinanced DIP
  facility                                                (242)
Proceeds from amended and restated DIP Facility             -
Repayments of borrowings from refinanced DIP facility       -
Net (repayments) borrowings under the debt agreements    (272)
Issuance costs related to the Accommodation Agreement     (38)
Net borrowings under GM liquidity support agreements      700
Dividend payments of consolidated affiliates to
  minority shareholders                                      -
Discontinued operations                                     6
                                                      --------
Net cash provided by financing activities                  154
                                                      --------
Effect of exchange rate fluctuations on cash &
cash equivalents                                           10
                                                      --------
Decrease in cash and cash equivalents                     (136)
                                                      --------
Cash and cash equivalents at beginning of period           959
                                                      --------
Cash and cash equivalents at end of period                $823
                                                      ========

               2009 Second Quarter Financial Data

Delphi Corp. and its affiliates submitted to the Bankruptcy Court
on August 13, 2009, a consolidated operating report for the
quarter ended June 30, 2009.

The Debtors clarify that financial data on the non-debtor
entities, principally non-U.S. affiliates, are excluded from
their 2009 2nd quarter financial report.

                       Delphi Corporation, et al.
                       Quarterly Operating Report
                  Condensed Combined DIP Balance Sheet
                         As of June 30, 2009
                             (in millions)

Assets:
Cash and cash equivalents                                  $96
Restricted cash                                            288
Accounts receivable, net:
General Motors affiliates                                  334
Other third parties                                        312
Non-Debtor affiliates                                      302
Notes receivable from non-Debtor affiliates                116
Inventories, net                                           415
Other current assets                                       115
Assets held for sale                                       372
                                                       --------
Total current assets                                      2,350

Long-term assets:
Property, net                                            1,002
Investments in affiliates                                  226
Investment in non-Debtor affiliates                      1,003
Notes receivable from non-Debtor affiliates              1,429
Other                                                      214
                                                       --------
  Total long-term assets                                  3,874
                                                       --------
  Total assets                                           $6,224
                                                       ========

Liabilities and Stockholders' deficit
Current liabilities not subject to compromise:
Short-term debt                                          4,006
Accounts payable                                           356
Accounts payable to non-Debtor affiliates                  501
Accrued liabilities                                      1,395
Liabilities held for sale                                  155
                                                       --------
Total current liabilities
   not subject to compromise                              6,413

Long-term liabilities not subject to compromise:
Employee benefit plan obligations and other                663
                                                       --------
Total long-term liabilities
   not subject to compromise                                663

Liabilities subject to compromise                        13,546
                                                       --------
Total liabilities                                       20,622

Stockholder's deficit:
Total stockholders' deficit                            (14,398)
                                                       --------
Total liabilities and stockholders' deficit              $6,224
                                                       ========

                  Delphi Corporation, et al.
       Condensed Combined DIP Statement of Operations
              Three Months Ended June 30, 2009
                         (in millions)

Net sales:
General Motors and affiliates                             $402
Other customers                                            539
Non-Debtor affiliates                                       58
                                                       --------
Total net sales                                            999
Operating Expenses:
Cost of sales                                            1,138
Depreciation and amortization                              104
U.S. Employee workforce transition                         127
                                                       --------
Total operating expenses                                 1,369

Operating loss                                             (370)
Interest expense                                          (163)
Other expense, net                                          (3)
Reorganization items, net                                   (3)
Income tax benefit                                           5
Equity (loss) from non-consolidated affiliates,
net of tax                                                  (3)
                                                       --------
Loss from continuing operations before
income taxes                                              (537)
Loss from discontinued operations, net of tax              (56)
Equity loss from non-Debtor affiliates, net of tax         (10)
                                                       --------

Net loss                                                   (603)
Net income attributable to noncontrolling interest            -
                                                       --------
Net income (loss ) attributable to Delphi                 ($603)
                                                       ========

                  Delphi Corporation, et al.
        Condensed Combined DIP Statement of Cash Flows
              Three Months Ended June 30, 2009
                         (in millions)

Cash flows from operating activities:
Net cash used in operating activities                    ($207)
Cash flows from investing activities:
Capital expenditures                                       (18)
Proceeds from sale of property                               1
Decrease in restricted cash                                122
other, net                                                  (1)
Discontinued operations                                     10
                                                       --------
  Net cash provided by investing activities                 114
                                                       --------

Cash flows from financing activities:
Net repayments of borrowings under DIP facility            (96)
Repayments of borrowings under other debt agreements        (1)
Issuance costs related to the Accommodation Agreement      (22)
Net borrowings under GM liquidity support agreements       247
                                                       --------
  Net cash provided by financing activities                 128
                                                       --------
Increase in cash and cash equivalents                        35
                                                       --------
Cash and cash equivalents at beginning of period             61
                                                       --------
Cash and cash equivalents at end of period                  $96
                                                       ========

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.

At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.

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


DETROIT PUBLIC SCHOOL: Buckles Under $260 Million Deficit
---------------------------------------------------------
According to Law360, with Detroit Public Schools mulling municipal
bankruptcy as a way to tackle a runaway deficit, officials for the
district maintain that evidence of rampant corruption in the
public school system will not affect a possible Chapter 9 filing.

The Wall Street Journal reported last week that Robert Bobb,
emergency financial manager for Detroit Public Schools, is
expected to decide this month whether the school district should
file for Chapter 9 bankruptcy.

DPS has an estimated budget deficit of $259 million.  In addition,
five employees of the Detroit public school system were charged
last week with multiple felonies as part of a probe into alleged
corruption and the loss of tens of millions of dollars in school
funds.

Detroit Public Schools is a school district that covers all of the
city of Detroit, Michigan, United States.  The district had
194 schools as of 2008.


DOLE FOOD: Second Quarter Income Drops to $21.2 Million
-------------------------------------------------------
Dole Food Company, Inc., has filed with the U.S. Securities and
Exchange Commission its second quarter 2009 report on Form 10-Q.

For the quarter ended June 20, 2009, Dole Food reported
$21.12 million net income, compared to $181.41 million net income
in the same period last year.  For the six months ended June 20,
2009, the Company reported $ 124.84 million net income, compared
to $153.14 million net income in the same period last year.

Dole Food reduced its total net debt outstanding by $145 million
during the second quarter of 2009.  Total net debt is defined as
total debt less cash and cash equivalents.  Over the last five
quarters, Dole reduced its total net debt outstanding by
$480 million, or 20%, as a result of monetizing non-core assets,
cost cutting initiatives and improved earnings.  Net debt at the
end of the second quarter of 2009 was $1.9 billion and there were
no amounts outstanding under the asset based revolving credit
facility.

Cash flows provided by operating activities for the first half of
2009 were $209.3 million compared to cash flows used in operating
activities of $2.6 million.  Cash flows provided by operating
activities increased primarily due to higher operating income and
better working capital management.

Net revenues for the second quarter of 2009 were $1.7 billion
compared to $2 billion in the second quarter of 2008.  The primary
reasons for the decrease were the sale of the Company's JP Fresh
and Dole France ripening and distribution subsidiaries, and
unfavorable foreign currency exchange movements in selling
locations.

Excluding the net impact of unrealized hedging activity and gains
on asset sales, operating income totalled $107.1 million in the
second quarter of 2009, an improvement of $5.8 million, or 6%,
over the second quarter of 2008.  Excluding the net impact of
unrealized hedging activity and gains on asset sales, operating
income totalled $200.8 million for the first half of 2009, an
increase of 29% over the first half of 2008.

During the second quarter of 2009, fresh fruit earnings excluding
unrealized hedging activity and gains on asset sales were
$103 million, an improvement of approximately $1 million compared
to strong 2008 operating results.  Favorable market pricing
worldwide offset increases in costs due to unfavorable weather
conditions in Latin America.

Excluding the net impact of unrealized hedging activity, packaged
foods operating performance improved by $9.5 million during the
second quarter of 2009.  Earnings grew due to improved pricing and
lower product and distribution costs.

Packaged salads operating results in the second quarter of 2009
improved over the prior year as improved utilization and more
efficient distribution were offset by increased marketing, general
and administrative expenditures.  Commodity vegetables earnings
decreased over the prior year mainly due to lower pricing for
celery and strawberries.

During the third quarter of 2009, Dole signed letters of intent to
sell certain operating properties in Latin America for
approximately $68 million.  Dole Food anticipates that the sales
of these properties will not have a significant impact on ongoing
earnings.

                      Possible Bankruptcy

Dole Food said, "Our substantial indebtedness could adversely
affect our operations, including our ability to perform our
obligations under the notes and our other debt obligations."

The indentures governing Dole Food's senior notes due 2010, Dole
Food's senior notes due 2011, the Company's debentures due 2013
and the Company's senior secured notes due 2014, and the Company's
senior secured credit facilities, contain various restrictive
covenants that limit the Company's and its subsidiaries' ability
to take certain actions.

Dole Food said, "We are subject to a 'springing covenant' in our
asset based lending revolving credit facility, which would only
become effective if the availability under our revolving credit
facility were to fall below $35 million for any eight consecutive
business days, which it has never done during the life of such
facility.  As of the last day of the fiscal quarter ending
June 20, 2009, we had approximately $244 million of availability
under our revolving credit facility.  In the event that such
availability were to fall below $35 million for such eight
consecutive business day period, the "springing covenant" would
require that our fixed charge coverage ratio, defined as (x)
consolidated EBITDA for the four consecutive fiscal quarters then
most recently ended, divided by (y) consolidated fixed charges for
such four fiscal quarter period, equal or exceed 1.00:1.00.  The
most recent calculation of the fixed charge coverage ratio was
performed as of June 20, 2009, at which time the ratio equaled
2.05:1.00.

"With respect to limitations on asset sales, we are permitted by
our senior secured credit facilities and our note and debenture
indentures to sell up to $100 million of any of our assets in any
fiscal year, and we are permitted to sell an unlimited amount of
additional assets that are not material to the operations of Dole
Food Company, Inc., and its subsidiaries, so long as we comply, on
a pro forma basis, with the first priority senior secured leverage
ratio test set forth in the following paragraph, as of the last
day of the most recently completed four fiscal quarter test period
for which financial statements are available.  In general, 75% of
any asset sale proceeds must be in the form of cash, cash
equivalents or replacement assets, and the proceeds must be
reinvested in the business within 12 months (pending which they
may be used to repay revolving debt) or used to permanently pay
down term debt or revolving debt under our senior secured credit
facilities."

In addition, pursuant to the amendments adopted in March 2009 to
Dole Food's senior secured term credit facility, the Company must
keep its first priority senior secured leverage ratio at or below:
3.25 to 1.00 as of the last day of the fiscal quarters ended March
28, 2009, through October 10, 2009; 3.00 to 1.00 as of the last
day of the fiscal quarters ending January 2, 2010 through March
26, 2011; 2.75 to 1.00 as of the last day of the fiscal quarters
ending June 18, 2011 through March 24, 2012; and 2.50 to 1.00 as
of the last day of the fiscal quarters ending June 16, 2012
through March 23, 2013.  The first priority senior secured
leverage ratio, for each such date, is the ratio of the Company's
Consolidated First Priority Secured Debt to our Consolidated
EBITDA for the four consecutive fiscal quarter period most
recently ended on or prior to such date.  At June 20, 2009, the
first priority senior secured leverage ratio would have been less
than 2.25 to 1.00.

Upon the occurrence of an event of default under the senior
secured credit facilities or any other debt instrument, lenders
representing more than 50% of Dole Food's senior secured term
credit facility or more than 50% of its senior secured revolving
credit facility, or the indenture trustees or holders of at least
25% of any series of its debt securities could elect to declare
all amounts outstanding to be immediately due and payable and,
with respect to the revolving credit and letter of credit
components of its senior secured credit facilities, terminate all
commitments to extend further credit.  "If we were unable to repay
those amounts, the lenders could proceed against the collateral
granted to them, if any, to secure the indebtedness.  If the
lenders under our current or future indebtedness were to so
accelerate the payment of the indebtedness, we cannot assure you
that our assets or cash flow would be sufficient to repay in full
our outstanding indebtedness, in which event we likely would seek
reorganization or protection under bankruptcy or other, similar
laws," Dole Food said.

Dole Food said that it may be unable to generate sufficient cash
flow to service its debt obligations.  Dole Food's ability to
generate cash, make scheduled payments or refinance its
obligations depends on its successful financial and operating
performance.  Dole Food's financial and operating performance,
cash flow and capital resources depend upon prevailing economic
conditions and various financial, business and other factors,
including: changes in laws and regulations; operating
difficulties, increased operating costs or pricing pressures we
may experience; and delays in implementing any strategic projects.

Dole Food stated, "If our cash flow and capital resources are
insufficient to fund our debt service obligations, we may be
forced to reduce or delay capital expenditures, sell material
assets or operations, obtain additional capital or restructure our
debt.  If we are required to take any actions referred to above,
it could have a material adverse effect on our business, financial
condition and results of operations.  In addition, we cannot
assure you that we would be able to take any of these actions on
terms acceptable to us, or at all, that these actions would enable
us to continue to satisfy our capital requirements or that these
actions would be permitted under the terms of our various debt
agreements, in any of which events the default and cross-default
risks set forth in the immediately preceding risk factor would
become relevant."

In connection with Dole Food's March 2009 refinancing of Dole
Food's 2009 senior notes, the Company amended its senior secured
credit facilities in order to be able to grant liens under the
senior secured notes due 2014.  Such amendments, among other
things, did the following: (i) increase the applicable margin for
(x) the term loan facilities to LIBOR plus 5.00% or the base rate
plus 4.00% subject to a 50 basis points step down if the priority
senior secured leverage ratio is less than or equal to 1.75 to
1.00 and (y) for the revolving credit facility, to a range of
LIBOR plus 3.00% to 3.50% or the base rate plus 2.00% to 2.50% and
(ii) provide for a LIBOR floor of 3.00% per annum for our term
loan facilities.  The resulting increase in the interest rates
under the senior secured credit facilities, as well as the
increased interest rate of the 2014 notes as compared to the 2009
notes, will have a material effect upon Dole Food's cash available
to fund operations, make capital expenditures or repay our debt,
as compared to prior periods.

Dole Food's 7.25% senior notes are due on June 15, 2010.  At
present, $363 million in principal amount of these senior notes
are outstanding.  Although Dole Food is analyzing different
refinancing and repayment alternatives and expect to refinance the
bulk of the outstanding 2010 notes in the near future, if they are
not sufficient to refinance and/or repay all of the 2010 notes,
and some of the 2010 notes remain outstanding after the maturity
date, an event of default would occur under the indenture
governing the 2010 notes.  If such an event of default were to
occur, it would constitute an event of default under the cross-
default provisions of the Company's other senior notes and
debentures indentures and of its senior secured credit facilities,
in which event the indenture trustee or holders of at least 25% of
the senior notes or debentures of any series, or lenders
representing more than 50% of its senior secured term credit
facility or more than 50% of its senior secured revolving debt
facility could give notice of acceleration with respect to such
series or facility, as appropriate, in which event the Company
likely would seek reorganization or protection under bankruptcy or
other, similar laws.

A breach of a covenant or other provision or failure to repay,
extend or refinance under loan agreements of Dole Food's parent --
DHM Holding Company, Inc. -- and an affiliate of its majority
stockholder may also result in a default under it senior secured
credit facilities.

More information is available at no charge at:

               http://ResearchArchives.com/t/s?4203

As of June 20, 2009, Dole Food reported $4.22 billion in total
assets, against $1.34 billion in total current liabilities,
$1.58 billion in long-term debt, $257.51 million in deferred
income tax liabilities, $495.56 million in other long-term
liabilities.  The Company reported $555.46 million in total
shareholders' equity.
  
                        Public Offering

Lynn Cowan at The Wall Street Journal reports that Dole Food
presented its plans for an initial public offering of stock,
registering Friday with the SEC to raise as much as $500 million.
The report says that Dole Food is aiming to list on New York Stock
Exchange under the trading symbol DOLE.

Dole Food has been closely held since 2003 by investor David
Murdock, The Journal relates.  Dole Food, according to The
Journal, hasn't set a price or timing for the IPO, and the size of
the deal could differ from the $500 million in registration.

                         About Dole Food

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/-- is the world's largest producer and
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.

As reported by the Troubled Company Reporter on August 10, 2009,
Fitch Ratings removed its Negative Outlook from these ratings of
Dole Food Company, Inc.:

  -- Long-term Issuer Default Rating at 'CCC';
  -- Secured asset-based revolver at 'B+/RR1';
  -- Secured term loan B at 'B+/RR1';
  -- Third-lien secured notes at 'CCC/RR4';
  -- Senior unsecured debt at 'C/RR6'.

The TCR reported on March 27, 2009, that Standard & Poor's Ratings
Services said that it revised its outlook on Westlake Village,
California-based Dole Food Co. Inc. to stable from negative.  S&P
also affirmed the existing ratings on the company, including the
'B-' corporate credit rating.

According to the TCR on March 23, 2009, Moody's Investors Service
changed the rating outlook of Dole Food Company, Inc., to stable
from negative, following the issuance of 3rd lien notes that will
refinance much of a bond maturing on May 1st.  Moody's upgraded
the rating on the recently issued 3rd lien notes to B2 from B3
based on a change within the LGD assessment.  Moody's affirmed
Dole's other ratings, including its corporate family rating of B3
and its probability of default rating of Caa1.


DOLE FOOD: Fitch Gives Positive Outlook on $500 Mil. Offering
-------------------------------------------------------------
Fitch Ratings views Dole Food Company, Inc.'s proposed initial
public offering of up to $500 million in common stock and proposed
$325 million secured note issuance positively.

Fitch currently rates Dole and its subsidiary Solvest Ltd:

Dole Food Company, Inc. (Operating Company)

  -- Long-term Issuer Default Rating 'CCC';
  -- Secured asset-based revolver 'B+/RR1';
  -- Secured term loan B 'B+/RR1';
  -- Third-lien secured notes 'CCC/RR4';
  -- Senior unsecured debt 'C/RR6'.

Solvest Ltd. (Bermuda-based Subsidiary)

  -- Long-term IDR 'CCC';
  -- Secured term loan C 'B+/RR1'.

At June 20, 2009, Dole had approximately $2 billion in
consolidated debt.

On Aug. 6, 2009, Fitch removed its Negative Ratings Outlook for
Dole due to the company's announcement on Aug. 4 that it planned
to offer senior secured notes during the third quarter of 2009 and
use proceeds from the issuance, together with cash and/or
borrowings under its revolver, to redeem the bulk of its
$383 million 7.25% notes due June 15, 2010.  Significant
improvement in Dole's operating performance over the past 18
months and improvement in capital markets is providing the company
more flexibility to address its upcoming maturities.  Dole
commenced an offering of $325 million privately placed senior
secured notes due 2016.  Upon the completion of the issuance and
the anticipated refinancing of its 2010 notes a one notch upgrade
is likely.

Dole also filed an S1 Registration Statement stating that the
company and David H.  Murdock plan to issue, via an IPO, up to
$500 million of common stock and that a portion of the proceeds
received by Dole will be used to pay down debt.  Prior to the
consummation of the offering, Dole intends to complete
transactions which will result in the elimination of the current
cross-default provisions that exist between its senior secured
facilities and certain indebtedness of its parent, DHM Holding
Co., Inc., and its affiliates.  In addition, the company is
exploring certain structuring alternatives involving DHM Holdings,
which could be completed prior to the IPO, in order to more
efficiently operate as a public company.  Such alternatives could
include a merger or other combination with DHM Holdings; however,
in connection with any such combination, a transfer of interest
and liabilities in its Westlake Wellbeing Properties and non-core
land, including land in Hawaii, to affiliates of David H.  Murdock
could occur.

Fitch views this potential equity offering as a credit positive,
given that it could result in a meaningful reduction in the
company's debt and reduce its overall financial leverage.
Completion of the IPO, of which timing is uncertain, and
subsequent use of proceeds to repay indebtedness, could result in
additional upgrade(s) to the company's ratings.  Recovery
prospects for the company's 13 7/8% $350 million third-lien notes
issued on March 18, 2009 and unsecured notes, which totaled
$738 million at June 20, 2009, could also improve given increased
equity loss absorption.

Dole has been private since March 28, 2003 when David H.  Murdock
of DHM Holding Co., Inc., completed a leveraged buy-out of the 76%
of the company he did not already own with $1.5 billion in debt
and an estimated $125 million of cash equity.  Based on an average
enterprise value market multiple of 7.5 times (x) for Dole's
closest peers and the company's current latest twelve month
operating EBITDA (excluding gains related to asset sales) of
$418.5 million, Fitch estimates that the $500 million IPO
represents a material portion of the company's net worth.

During the most recent LTM period ended June 20, 2009, Dole's
leverage (defined as total debt-to-operating EBITDA) was 4.8x,
down significantly from a peak of 8.3x for the fiscal year ended
Dec. 29, 2007.  The improvement has been driven by better cash
flow generation and debt reduction.  The company generated
$164.5 million of free cash flow (defined as cash flow from
operations less capital expenditures and dividends), after
producing negative free cash flow annually since 2005.  Operating
cash flow has benefited from significant improvements in working
capital and higher operating income.  Continued free cash flow
generation would be positive for the ratings.  At June 20, 2009,
Dole's liquidity included $107.9 million of cash and
$243.6 million available under its ABL revolver due April 12,
2011.  In addition to the first priority secured leverage
maintenance covenant, terms of the agreement subject Dole to a
springing fixed charge coverage ratio of 1.0x should availability
under the revolver fall below $35 million.  At June 20, 2009, the
borrowing base for this facility was $320 million.

Dole Food Company, Inc., is the world's leading producer, marketer
and distributor of fresh fruit and fresh vegetables, including a
growing line of value-added products.  The company holds the
number one or number two market share position in the primary
markets and categories for which it competes.  Dole's three
business segments and their respective contribution to its
$7.6 billion of annualized revenue and $378 million of annualized
operating EBIT (excluding corporate expenses) in 2008 were Fresh
Fruit (71% and 81%), Fresh Vegetables (14% and 0%) and Packaged
Foods (15% and 19%).  Approximately 60% of Dole's revenue is
generated in international markets.


DOVER MOTORSPORTS: Seeks Waiver from Q3 Covenants Violations
------------------------------------------------------------
Dover Motorsports, Inc., said in a filing with the Securities and
Exchange Commission that the projected noncompliance with its
revolving credit facility raised substantial doubt about its
ability to continue as a going concern.

As of June 30, 2009, the Company had $34.80 million outstanding
under its primary revolving credit facility which expires in July
2011.  Based on its projected future results, its ability to
maintain compliance with the financial covenants in its revolving
credit facility will likely be impacted in the third quarter.  The
Company is working with the lenders to amend the provisions of the
credit agreement including the revision of the financial covenants
to levels that the Company believes it will be able to maintain
compliance with for at least the next twelve months.  While the
Company are negotiating an amendment to the credit facility based
on a draft commitment letter from its lenders, the amendment has
not been executed.  The Company said that the amendment will be
finalized within the next few days; however, without the formal
amendment being executed there is no assurance that the projected
financial covenant violations projected in the third quarter based
upon the pre-amendment financial covenants will not result in the
acceleration of all of its outstanding debt which would have a
material adverse effect on its liquidity and financial position.

At June 30, 2009, the Company's balance sheet showed total assets
of $154.66 million, total liabilities of $88.29 million and
stockholders' equity of $66.37 million.

For six months ended June 30, 2009, the Company posted a net loss
of $800,000 compared with a net income of $1.69 million for the
same period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41e5

Dover Motorsports, Inc. (NYSE:DVD) is a public holding company
that is a marketer and promoter of motorsports entertainment in
the United States. The Company's motorsports subsidiaries operate
four motorsports tracks in three states and t promoted 15 major
events during the year ended Dec. 31, 2008, under the auspices of
three of the premier sanctioning bodies in motorsports: the
National Association for Stock Car Auto Racing, the Indy Racing
League and the National Hot Rod Association.  It owns and operates
Dover International Speedway in Dover, Delaware; Gateway
International Raceway near St. Louis, Missouri; Memphis
Motorsports Park in Memphis, Tennessee, and Nashville
Superspeedway near Nashville, Tennessee.


E*TRADE FINANCIAL: S&P Puts Junk Ratings on CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services said that it completed its
review of its counterparty credit ratings on eight independent
U.S. brokerage firms.  As a result of this review, S&P placed the
ratings on E*TRADE Financial Corp. and its subsidiary, E*TRADE
Bank, on CreditWatch with positive implications and affirmed the
ratings on the other seven companies.

The CreditWatch action on E*TRADE was based on the application of
S&P's criteria for distressed exchange offerings and a review of
the company's financial position, which has faced unique
challenges from asset quality problems at its banking unit.

"The CreditWatch listing reflects S&P's belief that the debt
exchange no longer meets S&P's criteria for a distressed exchange
offering, because the value to the investors is unlikely to be
less than what it promised on the original securities," said
Standard & Poor's credit analyst Charles D. Rauch.

"We based S&P's affirmation of ratings on the other brokers on
S&P's review of the impact of industrywide developments such as
market conditions and, in the case of the retail firms, investor
participation," said Standard & Poor's credit analyst Robert B.
Hoban.  "We also assessed company-specific measures such as
liquidity and capitalization, and near-term debt service
capacity."

The ongoing downturn has pressured these companies.  Nonetheless,
so far, they have mostly fared considerably better than large
banks and universal bank brokerage peers, despite their inherently
less diversified business profiles and generally less substantial
resources.  Primary advantages are lower credit and market risk
exposures, flexible cost bases, and less-capital-intensive
businesses.

S&P believes the brokerage industry's near-term prospects will
remain less than ideal as long as the broader economy remains
depressed.  However, S&P also sees those brokers that are not
facing specific structural issues as largely well positioned to
keep enduring these less-than-optimal operating conditions.  Most
of the companies covered in this review are maintaining defensive
financial profiles, with reduced leverage and/or higher degrees of
liquidity, which should provide some cushion if operating
conditions turn sour again.

Regardless of future operating conditions, S&P believes the
survivors will benefit from the culling of U.S. brokerage firms
over the past year and a half.  In particular, the independent
retail brokers have taken advantage of disarray at the warehouse
firms to poach financial advisers from them.

                           Ratings List

                         Ratings Affirmed

                     BNY ConvergEx Group LLC

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated
              Local Currency             B-
               Recovery Rating           6

                       Charles Schwab Corp.

             Counterparty Credit Rating  A/Stable/A-1
             Senior Unsecured            A
             Commercial Paper            A-1

                    Charles Schwab & Co.  Inc.

             Counterparty Credit Rating  A+/Stable/--

                      Schwab Capital Trust I

                Preferred Stock             BBB+

                             IBG LLC

            Counterparty Credit Rating  BBB+/Stable/--

                       Jefferies Group Inc.

           Counterparty Credit Rating  BBB/Negative/--
           Senior Unsecured            BBB
           Preferred Stock             BB+

                        LPL Holdings, Inc.

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated                B-

                   Raymond James Financial, Inc.

           Counterparty Credit Rating  BBB/Negative/A-2
           Senior Unsecured            BBB

                    TD AMERITRADE Holding Corp.

                    Counterparty Credit Rating

            Local Currency             BBB+/Stable/--
           Senior Secured              BBB+

                   Ratings Placed On CreditWatch

                      E*TRADE Financial Corp.

                               To                From
                               --                ----
   Counterparty Credit Rating  CC/Watch Pos/--   CC/Negative/--
   Senior Unsecured            CC/Watch Pos      CC
   Senior Unsecured            CCC-/Watch Pos    CCC

                           E*TRADE Bank

                               To                From
                               --                ----
   Counterparty Credit Rating  CCC+/Watch Pos/C  CCC+/Negative/C
   Certificate Of Deposit
    Local Currency             CCC+/Watch Pos/C  CCC+/C


EDDIE BAUER: Panel Taps ASK Financial to Do Preference Analysis
---------------------------------------------------------------
The official committee of unsecured creditors of Eddie Bauer
Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to retain ASK Financial as its
special counsel.

As special counsel, ASK will perform a preference analysis of all
transactions that occurred within the 90-day period prior to the
petition date.

As compensation, ASK will be paid a $50,000 flat fee for services
rendered in connection with its preference analysis.  The flat fee
includes 10 hours of consulting time to be provided by ASK
subsequent to its completion of the preference analysis.

Jospeh L. Steinfeld, Jr., a co-managing principal of ASK
Financial, tells the Court that the firm does not have any
connection with the Debtors, their creditors, equity security
holders, or any other party in interest in the bankruptcy cases or
their respective attorneys or accountants, and that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Eddie Bauer

Established in 1920 in Seattle, Washington, Eddie Bauer is a
specialty retailer that sells outerwear, apparel and accessories
for the active outdoor lifestyle.  The Eddie Bauer brand is a
nationally recognized brand that stands for high quality,
innovation, style and customer service.  Eddie Bauer products are
available at 371 stores throughout the United States and Canada,
through catalog sales and online at http://www.eddiebauer.com/.
Eddie Bauer participates in a joint venture in Japan and has
licensing agreements across a variety of product categories.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.


EDDIE BAUER: Hires Brent Kugman as Chief Restructuring Officer
--------------------------------------------------------------
Eddie Bauer Holdings, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for emergency authority to employ
Kugman Partners, Inc., and to designate Brent I. Kugman as chief
restructuring officer and corporate secretary for each of the
Debtors.

As CRO and corporate secretary, Mr. Kugman will:

  (i) review the budgets that will provide the Company and its
      board of directors and investors with a detailed financial
      summary of the Company's expected performance throughout the
      bankruptcy process;

(ii) oversee the activities of the Company's (i) contractors,
      vendors and other service providers, including activities of
      counsel and financial advisors, and (ii) subsidiaries;

(iii) advise, consult and settle matters relating to the
      collection of amounts due to the Company;

(iv) provide periodic reports to the board of directors and
      investors regarding overall progress; and

  (v) provide consultation information and data retention.

The Debtors have agreed to pay Kugman Partners, Inc., a monthly
fee of $35,000, payable in advance of each month.

Brent I. Kugman, the founder and president of Kugman Partners,
tells the Court that his firm does not have any adverse interest
to the Debtors' estates, and as a result, is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Eddie Bauer

Established in 1920 in Seattle, Washington, Eddie Bauer is a
specialty retailer that sells outerwear, apparel and accessories
for the active outdoor lifestyle.  The Eddie Bauer brand is a
nationally recognized brand that stands for high quality,
innovation, style and customer service.  Eddie Bauer products are
available at 371 stores throughout the United States and Canada,
through catalog sales and online at http://www.eddiebauer.com/.
Eddie Bauer participates in a joint venture in Japan and has
licensing agreements across a variety of product categories.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.


ELIZABETH ARDEN: S&P Downgrades Corporate Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Elizabeth Arden Inc. to 'B+' from
'BB-'.  The outlook is stable.

Standard & Poor's also lowered the issue-level rating on the
company's senior subordinated debt one notch to 'B' from 'B+', and
the recovery rating remains a '5'.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
May 8, 2009, following the company's downward earnings revision
for the quarter ended June 2009.

"Our downgrade is based on the company's higher leverage and
weaker EBITDA margins, which S&P estimates were about 4.9x and
6.4% at June 2009, compared with 3.4x and 10.1%, respectively, a
year ago," said Standard & Poor's credit analyst Susan H.  Ding.

The ratings on Elizabeth Arden Inc. reflect the company's sales
concentration in the highly competitive fragrance category, the
seasonal nature of its core businesses, and its relatively weak
operating margins.  The company benefits from its portfolio of
well-known brands, solid market position in fragrance, and its
diverse distribution channels.

S&P believes the beauty industry is highly competitive, and
Elizabeth Arden--which competes with The Estee Lauder Cos.  Inc.
(A/Negative/A-1), L'Oreal (--/--/A-1+)Coty Inc.,(unrated) and
Inter-Parfums Inc. (unrated)--has a solid position in fragrances
and maintains diverse channels of distribution, selling through
the mass retail channel and department stores.  The company also
sells via the travel retail channel, which includes airport
boutiques and duty-free shops.  Nevertheless, reduced traffic and
inventory destocking in these two channels has weakened operating
performance in recent periods.  Elizabeth Arden generates about
35% of its sales outside of North America, providing some
geographic diversity.

Standard & Poor's considers the seasonality in the company's core
business to be a negative rating factor.  Sales and EBITDA are
weighted toward the first half of its fiscal year ending June 30,
as retailers increase purchases in advance of the holiday season.
The company's product portfolio is highly concentrated in
fragrances, which S&P estimates in fiscal 2009 to be about 75% of
total sales, but also includes skin care (about 17% of sales) and
cosmetics (about 7% of sales).  S&P expects additional licensing
of Liz Claiborne fragrance brands (including Juicy Couture, Usher,
and Curve) following a June 2008 agreement should provide further
revenue growth and also contribute to margin enhancements.  S&P
believes new product launches across its key distribution channels
and expansion in international emerging markets should be the
primary drivers of growth in fiscal 2010.

For the fiscal year ended June 2009, Elizabeth Arden's reported
sales declined by about 6% (3% excluding foreign currency impact),
as compared with the previous fiscal year.  A significant portion
of the shortfall was due to weaker sales at the U.S.  department
store channel and the negative currency effect of the company's
international business.  EBITDA margin remains pressured, and for
the fiscal year ended June 2009, declined to about 6.3% from 9.1%
a year ago.  Although S&P believes the slowdown in consumer
spending and deteriorating global economic conditions will
continue to affect performance, Elizabeth Arden should benefit
from the greater proportion of sales from the mass channel versus
the department store channel, the latter of which continues to
experience weakness in the current economic environment.

The outlook is stable.  Despite challenging operating conditions,
S&P expects the company to sustain credit protection measures
close to current levels over the near term and then improve
somewhat.  However, if Elizabeth Arden's operating performance
continues to weaken, and the company's leverage does not decline
toward 4.5x after the peak borrowing season, S&P could revise the
outlook to negative.  S&P's assumptions indicate that even if
fiscal 2010 sales grew by 2.5% and EBITDA margin remain unchanged,
adjusted leverage would trend toward 4.5x, outside of seasonal
working capital needs.  If the company is able to improve its
leverage and EBITDA margins in the next 12-18 months, and business
trends improve, S&P would consider a positive outlook.


EMISPHERE TECH: Available Cash to Last Only Through August 2009
---------------------------------------------------------------
Emisphere Technologies Inc. disclosed with the Securities and
Exchange Commission its financial results for three months and six
months ended June 30, 2009.

As of June 30, 2009, the Company had $1.5 million in cash and
restricted cash, $15.8 million in working capital deficiency, a
stockholders' deficit of $44.8 million and an accumulated deficit
of $442.5 million.  The Company's net loss and operating loss for
the three months ended June 30, 2009, were $3.7 million and
$3.0 million, respectively, and $8.8 million and $7.7 million,
respectively for the six months ended June 30, 2009.

The Company anticipates that it will continue to generate
significant losses from operations for the foreseeable future, and
that its business will require substantial additional investment
that it has not yet secured.  The Company anticipates that its
existing cash resources will enable it to continue operations only
through approximately August 2009.

Further, the Company has significant future commitments and
obligations.  The Company is pursuing new well as enhanced
collaborations and exploring other financing options, with the
objective of minimizing dilution and disruption.

The Company's plan is to raise capital and to pursue product
partnering opportunities.  The Company's failure to raise capital
will have a serious adverse affect on its business, financial
condition and results of operations, and would force it to cease
operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4201

On March 16, 2009, PricewaterhouseCoopers LLP in New York City
expressed substantial doubt about its ability to continue as a
going concern after auditing the Company's financial results for
the fiscal years ended Dec. 31, 2008, and 2007.  The auditor
noted that the Company experienced recurring operating losses, has
limited capital resources and has significant future commitments.

                 About Emisphere Technologies Inc.

Based in Cedar Knolls, New Jersey, Emisphere Technologies Inc.,
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules using its eligen(R) technology.
These molecules and compounds could be currently available or are
under development.  The molecules are usually delivered by
injection; in many cases, their benefits are limited due to poor
bioavailability, slow on-set of action or variable absorption. The
eligen(R) technology can be applied to the oral route of
administration as well other delivery pathways, like buccal,
rectal, inhalation, intra-vaginal or transdermal.

Emisphere reported a net loss of $5.1 million for the three months
ended September 30, 2008, compared to net income of $3.0 million
for the three months ended September 30, 2007, which included
$11.9 million income (net) from the settlement of the lawsuit
between Eli Lilly and the company.  Emisphere reported a net loss
of $16.7 million for the nine months ended September 30, 2008,
compared to a net loss of $13.0 million for the nine months ended
September 30, 2007, which included $11.9 million income (net) from
the settlement of the lawsuit between Eli Lilly and the company.
Cash, cash equivalents, and investments as of September 30, 2008
were $11.0 million compared to $13.9 million at December 31, 2007.
At September 30, 2008, the company's balance sheet showed total
assets of $15.6 million, total liabilities of $45.0 million and
stockholders' deficit of about $29.4 million.

                        Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm reported that the company has experienced sustained operating
losses, has limited capital resources, and has significant future
commitments.  The Company has limited capital resources and
operations to date have been funded primarily with the proceeds
from collaborative research agreements, public and private equity
and debt financings and income earned on investments.


ESCADA AG: S&P Downgrades Corporate Credit Rating to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on German high-end women's fashion
designer and retailer ESCADA AG to 'D' (Default) from 'CC'.

At the same time, the issue rating on ESCADA's EUR200 million
senior unsecured notes due 2012 was also lowered to 'D'.  The
recovery rating of '3' on the Notes is unchanged, indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.  On April 30, 2009, ESCADA reported net debt of
EUR199 million.

The rating action follows ESCADA's announcement that on Aug. 13,
2009, it filed an insolvency petition with the insolvency court
within the Municipal Court of Munich.  On the same day, the court
decreed the preliminary administration of ESCADA's assets and
appointed a preliminary insolvency administrator.

On April 24, 2009, Standard & Poor's lowered its corporate credit
rating on ESCADA to 'CC' with a negative outlook after ESCADA made
a public offer for the conversion of the Notes into new
obligations.  On Aug. 11, 2009, ESCADA's management announced that
it would seek bankruptcy protection if the offer did not get at
least 80% bondholder acceptance.  On expiry, the offer secured
less than 50% acceptance, prompting the action by ESCADA.


ESCADA AG: U.S. Unit Wants Schedules Deadline Moved to Sept. 28
---------------------------------------------------------------
Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require that a debtor to file its
Schedules of Assets and Liabilities and Statements of Financial
Affairs within 15 days after the Petition Date.

Escada (USA) Inc.'s current Schedules filing deadline is
August 29, 2009.

The Debtor anticipates that it will be unable to complete its
Schedules and Statements in the 15 days provided under Bankruptcy
Rule 1007(c).  The Debtor notes that to prepare its Schedules and
Statements, it must compile information from books, records, and
documents relating to a myriad of claims, assets, and contracts.
The Debtor avers that this information is voluminous and is
located in numerous places throughout its organization.
Collecting the necessary information would require it and its
employees to expend an enormous amount of time and effort at a
time when there are numerous other demands on them.

The Debtor tells the Court that while it is mobilizing its
employees to work diligently and expeditiously to prepare the
Schedules and Statements, its resources are limited.

The Debtor thus asks the Court to extend the 15-day period to
file Schedules and Statements by an additional 30 days, or
through and including September 28, 2009.

                       About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009 the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.  A copy of Escada US's Chapter 11 petition
and list of largest unsecured creditors is available for free at
http://bankrupt.com/misc/sdny09-15008.pdf


ESCADA AG: U.S. Unit Proposes O'Melveny as Ch. 11 Counsel
---------------------------------------------------------
Escada (USA) Inc. seeks the U.S. Bankruptcy Court for the Southern
District of New York's permission to employ O'Melveny and
Myers LLP as its general counsel to file and prosecute its
Chapter 11 Case and all related matters, effective as of the
Petition Date.

Before the Petition Date, OMM was retained by Escada AG and other
Escada Entities around the world in their respective
restructuring efforts.  OMM has thus become familiar with the
Debtor's business and affairs and many of the potential legal
issues that may arise in the context of the Chapter 11 Case,
according to Escada USA Executive Vice President, Chief Financial
Officer and Treasurer Christian D. Marques.  In this light, he
believes OMM is both well-qualified and uniquely able to
represent the Debtor in the Chapter 11 Case in an efficient and
timely manner.

Generally, OMM will render legal services to the Debtor as needed
throughout the course of its Chapter 11 case, including
bankruptcy, corporate, employee benefits, finance, labor and
employment, litigation, asset disposition, real estate and tax
advice.  Specifically, but not exclusively, OMM will render these
legal services:

  (a) Advise the Debtor generally regarding matters of
      bankruptcy law in connection with its chapter 11 case;

  (b) Advise the Debtor of the requirements of the Bankruptcy
      Code, the Bankruptcy Rules, the Local Bankruptcy Rules for
      the Southern District of New York, and U.S. Trustee
      Guidelines related to the reorganization of its businesses
      and the administration of the estate;

  (c) Prepare motions, applications, answers, proposed orders,
      reports and papers in connection with the administration
      of the estate;

  (d) Negotiate with creditors, prepare and seek confirmation of
      a chapter 11 plan and related documents, and assist the
      Debtor with implementation of the plan;

  (e) Assist the Debtor in the analysis, negotiation and
      disposition, if necessary, of its assets for the benefit
      of its estate and its creditors;

  (f) Advise the Debtor regarding bankruptcy related litigation
      matters; and

  (g) Render other necessary advice and services as the Debtor
      may require in connection with its case.

The Debtor proposes to pay for Mom's services according to the
firm's customary hourly rates:

             Partners            $695 to $950 per hour
             Associates/Counsel  $365 to $670 per hour
             Paraprofessionals   $200 to $335 per hour

The firm will also be reimbursed for its reasonable and necessary
out-of-pocket expenses.

As of the Petition Date, the Debtor does not owe OMM for legal
services rendered before the Petition Date.

Gerald C. Bender, Esq., a partner at OMM, assures the Court that
his firm does not have any connection with or any interest
adverse to the Debtor, its creditors or other parties-in-
interest.  He maintains that OMM is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by section 1107(b) of the Bankruptcy Code.

He nevertheless relates that OMM has in the past represented,
currently represents or may in the future represent, in matters
wholly unrelated to the Debtor or its Chapter 11 case, Deutsche
Bank, Bank of New York, JPMorgan Chase, Bank of America,
Bank of Hawaii, HSBC Bank USA, Mellon (HVB) Bank, PNC Bank,
SunTrust Bank, Union Bank of California, Wachovia Bank,
PriceWaterhouseCoopers, Con Edison, General Growth Properties,
Inc. and United HealthCare.  As to Deutsche Bank and Bank of New
York, they are secured lenders to the Parent and unsecured
creditors of the Debtor pursuant to guarantees issued
by the Debtor. The remaining parties disclosed are either
creditors with de minimis amounts owed, institutions with a
retail banking relationship with the Debtor, or professionals of
the Debtor.  In addition, Howard A. Blaustein, a consultant at
Kurtzman Carson Consultants LLC, the proposed claims and noticing
agent, was an attorney at OMM from 2002-2004, but no longer has
any connection to the firm, Mr. Bender discloses.

The Debtor has been informed that OMM will conduct an ongoing
review of its files to ensure that no disqualifying circumstances
arise, and that if any new relevant facts or relationships are
discovered, OMM will supplement its disclosure to the Court.

                       About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009 the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.  A copy of Escada US's Chapter 11 petition
and list of largest unsecured creditors is available for free at
http://bankrupt.com/misc/sdny09-15008.pdf


ESCADA AG: U.S. Unit Proposes Kurtzman as Claims Agent
------------------------------------------------------
Escada (USA) Inc. seeks the U.S. Bankruptcy Court for the Southern
District of New York's permission to hire Kurtzman Carson
Consultants LLC as its official claims and notice agent.

The Debtor aver that in light of the anticipated large number of
creditors and parties-in-interest in its case, the appointment of
KCC as claims against is both necessary and in its best interest.

KCC, at the request of the Debtor or the Clerk of the Court's
office, may perform claims agent and related administrative
services for the Debtor and will undertake these services:

  (a) Notify all potential creditors of the filing of the
      bankruptcy petition and of the setting of the first
      meeting of creditors, pursuant to section 341(a) of
      the Bankruptcy Code;

  (b) Prepare and serve required notices in this chapter 11
      case, including (i) a notice of the commencement of the
      Debtor's Chapter 11 case and the initial meeting of
      creditors under Section 341(a); (ii) notices of objections
      to claims; (iii) notices of any hearings on a disclosure
      statement and confirmation of a plan or plans of
      reorganization; and (iv) other miscellaneous notices as
      the Debtor or Court may deem necessary;

  (c) Maintain an official copy of the Debtor's schedules of
      assets and liabilities and statement of financial affairs,
      and listing the Debtor's known creditors and the amounts
      owed;

  (d) Provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 case without charge during regular business
      Hours, if necessary;

  (e) Furnish a notice of the last date for the filing of proofs
      of claims and a form for the filing of a proof of claim,
      after notice and form are approved by the Court;

  (f) File with the Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed, and the date mailed, within three days
      of service;

  (g) Docket all claims received by the Clerk's Office, maintain
      the official claims register for the Debtor on behalf of
      the Clerk, and provide the Clerk with certified duplicate,
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

  (h) Record all transfers of claims, pursuant to Bankruptcy
      Rule 3001(e), and provide any notices of those transfers
      required by Bankruptcy Rule 3001(e);

  (i) Specify, in the applicable Claims Register, the following
      information for each claim docketed: (i) the claim number
      assigned, (ii) the date received, (iii) the name and
      address of the claimant and agent, if applicable, who
      filed the claim, and (iv) the classification(s) of the
      claim;

  (j) Relocate, by messenger, all of the actual proofs of claim
      filed with the Court to KCC, not less than weekly;

  (k) Upon completion of the docketing process for all claims
      received to date by the Clerk's Office for the case, turn
      over to the Clerk copies of the claims register for the
      Clerk's review;

  (l) Make changes in the Claims Registers pursuant to Court
      Order;

  (m) Maintain the official mailing list for the Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or the
      Clerk;

  (n) Assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of the confirmation of a plan of
      reorganization;

  (o) Provide other claims processing, noticing, and
      administrative services as may be requested from time to
      time by the Debtor;

  (p) File with the Court the final version of the Claims
      Register immediately before the closing of the Debtor's
      Chapter 11 case; and

  (q) At the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, MO 64064.

In addition to these tasks, KCC will assist the Debtor with,
among other things: (a) maintaining and updating the master
mailing list of creditors; (b) to the extent necessary, gathering
data in conjunction with the preparation of the Schedules and
Statements; (c) tracking and administration of claims; and (d)
performing other administrative tasks pertaining to the
administration of this Chapter 11 case as may be requested by the
Debtor or the Clerk's Office in accordance with the terms of the
KCC Agreement.

The Debtor will pay KCC for its services, expenses and supplies
at rates set by the firm.  KCC agrees to submit its invoices to
the Debtor monthly, provided that where the total fees and
expenses are expected to exceed $10,000 in a single month, KCC
may require advance payment.

Fees and expenses for KCC will constitute administrative expenses
for the Debtor's Chapter 11 case.

The Debtor will entitle KCC to receive a $40,000 retainer for
services to be performed and expenses to be incurred due on the
execution of the parties' Engagement Letter.

Michael J. Frishberg, vice president of Corporate Restructuring
Services of KCC, relates that to the best of his knowledge, his
firm does not hold nor represent any interest adverse to the
Debtor's estate.  He assures the Court that KCC is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14) of the
Bankruptcy Code.

                       About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009 the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.  A copy of Escada US's Chapter 11 petition
and list of largest unsecured creditors is available for free at
http://bankrupt.com/misc/sdny09-15008.pdf


FAIRFAX FINANCIAL: Fitch Assigns 'BB+' Rating on Senior Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Fairfax Financial
Holdings Limited's CDN$400 million issue of unsecured senior notes
due 2019.  The Rating Outlook is Stable.  The ratings of Fairfax's
holding companies and insurance company subsidiaries are not
affected by this action.

Fairfax intends to use the net proceeds of the offering to augment
its cash position, to increase short-term investments and
marketable securities held at the holding company level, to retire
outstanding debt and other corporate obligations from time to
time, and for general corporate purposes.

Fairfax's debt-to-total-capital ratio is down to approximately
22.5% at June 30, 2009, compared with 23.4% at Dec. 31, 2008.
Following the CDN$400 million issuance, pro forma debt-to-total-
capital at June 30, 2009 increases to approximately 26%, in line
with Fitch's expected range of 25%-30%.  Earnings-based interest
coverage (excluding realized gains) improved to 3.6 times (x) in
the first six months 2009 from negative coverage in 2008.  Fairfax
also continues to maintain a sizable amount of holding company
cash, short-term investments and marketable securities of
$880 million at June 30, 2009.

Fitch assigns this rating with a Stable Rating Outlook:

Fairfax Financial Holdings Limited

  -- CDN$400 million 7.5% due 2019 at 'BB+'.

These ratings remain unchanged by Fitch with a Stable Rating
Outlook:

Fairfax Financial Holdings Limited

  -- Issuer Default Rating 'BBB-';
  -- Senior debt 'BB+';
  -- $182 million 7.75% due April 15, 2012 'BB+';
  -- $91 million 8.25% due Oct.  1, 2015 'BB+';
  -- $283 million 7.75% due June 15, 2017 'BB+';
  -- $144 million 7.375% due April 15, 2018 'BB+';
  -- $92 million 8.3% due April 15, 2026 'BB+';
  -- $91 million 7.75% due July 15, 2037 'BB+'.

Fairfax, Inc.

  -- IDR 'BBB-'.

Odyssey Re Holdings Corp.

  -- IDR 'BBB';
  -- $50 million series A unsecured due March 15, 2021 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 'BBB-';
  -- $40 million series C unsecured due Dec.  15, 2021 'BBB-';
  -- $225 million 7.65% due Nov.  1, 2013 'BBB-';
  -- $125 million 6.875% due May 1, 2015 'BBB-';
  -- $50 million series A preferred shares 'BB+';
  -- $47 million series B preferred shares 'BB+'.

Odyssey America Reinsurance Corporation

  -- Insurer Financial Strength 'A-'.

Crum & Forster Holdings Corp.

  -- IDR 'BB+';
  -- $330 million 7.75% due May 1, 2017 'BB'.

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- IFS 'BBB'.

Northbridge Financial Insurance Group:
Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)

  -- IFS 'BBB+'.


FORTRESS INVESTMENT: Posts $171MM Net Loss in Qrtr. Ended June 30
-----------------------------------------------------------------
Fortress Investment Group LLC posted a net loss of $171.33 million
for three months ended June 30, 2009, compared with a net loss of
$249.96 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $458.01 million compared with a net loss of $527.15 million.

The Company's balance sheet showed total assets of $1.49 billion,
total liabilities of $1.02 billion and stockholders' equity of
$474.96 million.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company noted that in the event
that Fortress private equity funds or hybrid PE funds are unable
to obtain committed debt financing for potential acquisitions or
can only obtain debt at an increased rate, this may prevent those
funds from completing otherwise profitable acquisitions or may
lower the profit that the funds would otherwise have achieved from
the transactions, either of which could lead to a decrease in the
incentive income earned.  Similarly, the portfolio companies owned
by the Fortress private equity funds regularly utilize the debt
markets in order to obtain efficient financing for their
operations.

In addition, to the extent that the current markets make it
difficult or impossible to refinance debt that is maturing in the
near term, the relevant portfolio company may face substantial
doubt as to its status as a going concern or be unable to repay
the debt at maturity and may be forced to sell assets, undergo a
recapitalization or seek bankruptcy protection.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41fd

Fortress Investment Group LLC (NYSE:FIG) is a worldwide
alternative asset manager that raises, invests and manages private
equity funds and hedge funds.  Fortress earns management fees
based on the size of its funds, incentive income based on the
performance of the Company's funds, and investment income from its
principal investments in those funds.  Its offering of alternative
investment products includes private equity funds and hedge funds.


FRIEDMAN'S INC: Crescent Jewelers Name Will be Sold by CONSOR
-------------------------------------------------------------
JCK Online reports that CONSOR Intellectual Asset Management will
sell the names Friedman's and Crescent Jewelers.

According to JCK Online, the intellectual property portfolio being
sold includes U.S. registered trademarks "Friedman's Jewelers" and
"Say it with Diamonds", and domain names friedmans.com and
crescentjewelers.com, among other related, intangible assets.

                     About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- comprised a leading
specialty jewelry retail company.  Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.

Friedman's and Crescent Jewelers filed for chapter 11 protection
on January 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-
10179).

David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, serve as
counsel to the Debtors.  The Debtors' professionals also include
Rothschild, Inc., as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr., as
Chief Restructuring Officer, and Charles Carnaval as Director of
Restructuring.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases is represented by Christopher J. Caruso, Esq., Alan
Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer LLP in
New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware.  The Committee also retained Consensus
Advisors as its financial advisors.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores.  On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.

At a confirmation hearing conducted on April 20, 2009, Friedman's
and Crescent Jewelers attained confirmation of their liquidating
plan in their chapter 11 cases.


GENERAL MOTORS: Finalizes Deal to Sell Swedish Unit Saab
--------------------------------------------------------
Andrew Ward at The Financial Times reports that General Motors Co.
has finalized an agreement to sell its Swedish unit Saab
Automobile to Koenigsegg Automotive.

Citing people close to the deal, the FT discloses GM and
Koenigsegg are expected to announce the signing of a binding
agreement today, subject to approval of a loan guarantee from the
Swedish government and other financing.  The FT says the
memorandum of understanding agreed in June was conditional on
US$600 million of funding from the European Investment Bank,
underwritten by Sweden.

As reported in the Troubled Company Reporter-Europe on Aug. 13,
2009, Bloomberg News said Saab may be able to get state
guarantees for loans from the EIB that exceed the US$600 million
originally sought.

                       Creditor Protection

The Troubled Company Reporter Europe, citing Bloomberg News,
reported on Feb. 23, 2009, Saab filed for protection from
creditors after parent GM said it will cut ties with the Swedish
carmaker following two decades of losses.  The Trollhaettan,
Sweden-based company filed for reorganization with a Swedish
district court to separate itself from GM and bring resources back
to Sweden.

On June 25, 2009, Troubled Company Reporter, citing The Wall
Street Journal, reported creditors of Saab approved the
automakers' proposal for settling its debts by paying a quarter of
what it originally owed.  Saab proposed to settle its debts by
paying 25% of about US$1.34 billion it owed to more than 600
creditors, including auto suppliers and the Swedish government.
The vast majority of the debt, almost SEK10 billion, was owed to
GM.

                     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 US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Loan Guarantees Conditional on Opel Sale to Magna
-----------------------------------------------------------------
Rainer Buergin at Bloomberg News reports that Dieter Althaus,
state premier of Thuringia, told Handelsblatt Germany will only
provide state guarantees for the purchase of General Motors Co.'s
Opel division if GM sells to Magna International Inc.

According to Bloomberg, Althaus told the newspaper in an interview
Chancellor Angela Merkel's government and the four German states
where Opel factories are based want an accord between GM and any
Opel buyer before national elections on Sept. 27.

Bloomberg relates Mr. Althaus said plans for the Opel factory in
the city of Eisenach, Thuringia, are more favorable than those
presented by RHJ International.

                          No Agreement

Angela Cullen at Bloomberg News reports GM has not reached an
agreement with Magna and Russia's Sberbank on the sale of its Opel
unit.

According to Bloomberg, GM's chief negotiator John Smith said on
GM Europe's official blog Friday the U.S. carmaker is reviewing
Magna's revised offer and said it will update the comparisons it
made to an "attractive" proposal submitted by RHJ International on
July 20.

On August 17, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported GM received a revised bid from Magna
and Sberbank.  Bloomberg disclosed Siegfried Wolf, co-chief
executive officer of Magna, said Thursday the the Canadian
car-parts manufacturer and Sberbank are offering to pay about
EUR500 million (US$714 million) for a combined 55% stake in Opel.
Bloomberg says each of the partners would own 27.5%, leaving GM
with 35% and Opel workers holding the remaining 10%.  Mr. Wolf, as
cited by Bloomberg said Magna's revised bid addresses cooperation
with GM's Chevrolet division and answers any intellectual property
questions.  According to Bloomberg Christopher Preuss, a spokesman
for GM, said the U.S. carmaker requested an "outline of the
financing package" that Germany and other European governments are
prepared to offer under the revised proposal.

                            Support

Lyubov Pronina at Bloomberg News, citing a Kremlin official,
reports that Russian President Dmitry Medvedev will offer
political support for Magna's bid for GM's Opel division in talks
with German Chancellor Angela Merkel.  Bloomberg relates
the two leaders met Friday at Bocharov Ruchei, or Cooper's Creek,
Medvedev's official residence in the Black Sea resort of Sochi.

                      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 US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GEORGIA GULF: Cures Going Concern Doubt, Complies with Covenant
---------------------------------------------------------------
Georgia Gulf Corporation disclosed in a quarterly filing with the
Securities and Exchange Commission that the factors that gave rise
to the substantial doubt about the Company's ability to continue
as a going concern have been remediated.  As of June 30, 2009, the
Company is in compliance with all required debt covenants.

On July 29, 2009, it completed its debt for equity exchange offers
and a long-term bank amendment to its senior secured credit
facility.  The management said that the effect of the senior
secured credit facility amendment, the exchange offers, cash flow
from operations, together with its cash and cash equivalents of
$104.3 million and the availability to borrow an additional
$7.7 million under the revolving credit facility at June 30, 2009,
will be adequate for the foreseeable future to make required
payments of principal and interest on its debt and fund its
working capital and capital expenditure requirements, meet the
restrictive covenants and comply with the financial ratios of the
senior secured credit facility.

The Company also disclosed its financial results for three and six
months ended June 30, 2009.

For three months ended June 30, 2009, the Company posted a net
loss of $2.95 million compared with a net income of $27.94 million
for the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $45.33 million compared with a net loss of
$41.55 million for the same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $1.62 billion and total $1.70 billion, resulting in a
stockholders' deficit of $85.46 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4202

                        About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone.  The Company has four business segments:
chlorovinyls; window and door profiles, and moldings products;
outdoor building products, and aromatics.

At March 31, 2009, the Company had $1.56 billion in total assets
and $1.66 billion in total liabilities, resulting in $97.3 million
stockholders' deficit.

As reported in the Troubled Company Reporter on June 19, 2009,
Standard & Poor's Ratings Services lowered its issue rating on
Georgia Gulf Corp.'s $100 million 7.125% senior notes due 2013 to
'D' from 'C' and retained the '6' recovery rating, indicating
S&P's expectation of negligible recovery (0%-10%) on the notes.
At the same time, S&P kept its corporate credit rating on Georgia
Gulf at 'D'.  S&P had lowered its corporate credit rating and
these issue ratings on Georgia Gulf to 'D' on May 21, 2009,
following a missed interest payment of $34.5 million on these
notes.

As reported by the TCR on August 3, Moody's Investors Service
upgraded the Corporate Family Rating of Georgia Gulf Corporation
to B2 from Caa2 as a result of the completion of the private debt-
for-equity exchange offer and an amendment to its credit facility
that substantially improves the company's liquidity.


GEORGIA-PACIFIC LLC: S&P Puts 'BB-' Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Georgia-Pacific LLC, including its 'BB-' corporate credit rating,
on CreditWatch with positive implications.

"The CreditWatch placement acknowledges the greater-than-expected
progress GP has made in strengthening its credit measures as
prices have held up better than S&P had anticipated and its cost-
reduction efforts, particularly in building products, have been
more robust," said Standard & Poor's credit analyst Pamela Rice.
"The rating action also reflects S&P's expectations that
additional improvement in the company's financial risk profile is
possible if the economy exits the recession and housing markets
begin to recover gradually in 2010 as S&P currently believe."

Pro forma for the repayment of $750 million of debt in July 2009,
GP's adjusted debt to EBITDA for the 12 months ended June 30,
2009, was in the mid-4x area, stronger than the 5x to 6x range S&P
consider to be acceptable for the current ratings.  Earnings in
the first half of 2009 increased by about 30% compared to the
first half of 2008.  GP's recession-resistant consumer products
continued to perform well despite lower volumes in its
professional business.

The communication papers and packaging businesses are benefiting
from lower raw material and energy costs, helping to offset
cyclically lower volumes.  The company's building products
business continues to suffer from the severe residential downturn;
however, EBITDA is currently slightly positive and should improve
meaningfully when housing starts rise.  Free cash flow for the
same period improved by about $1 billion because of stronger
earnings, a material benefit from working capital, and
significantly lower capital spending.  As a result, GP reduced
debt by $1.2 billion since Dec. 31, 2008, and liquidity improved
by $1 billion as well.

S&P plans to meet with management to discuss its business and
financial strategies and prospects for the next few years.  In
particular, S&P will review any updates to its growth plans,
including any potential acquisitions; any other potential changes
to its business portfolio; debt reduction goals; financial
policies regarding liquidity and liability management; plans for
refinancing its remaining debt maturities over the next three
years; potential shareholder distributions; and financial
projections.  S&P could raise the corporate credit rating on GP to
'BB' if S&P believed, among other considerations, that the company
could sustain leverage in the 4x to 5x range.


GLOBAL SHIP: To Default on Loan Facility Aug. 31 Absent Waiver
--------------------------------------------------------------
Global Ship Lease, Inc. disclosed its unaudited results for the
three months ended June 30, 2009.

The Company's normalized net earnings totalled $6.1 million for
the three months ended June 30, 2009, excluding the $16.7 million
non-cash interest rate derivative mark-to-market gain.  Including
the mark-to-market gain, net income was $22.8 million.

Normalized net earnings was $13.0 million for the six months ended
June 30, 2009, excluding the $21.0 million non-cash interest rate
derivative mark-to-market gain.  Including the mark-to-market
gain, net income was $33.9 million.

On April 29, 2009, due to current challenges in the ship valuation
environment, Global Ship Lease agreed with its lenders under its
$800.0 million credit agreement, to waive for two months the
requirement under the credit facility to submit vessel valuations
and undertake the consequent loan-to-value test.  Valuations were
otherwise due by April 30, 2009.  In June, the waiver was extended
to July 31, 2009, and was further extended to Aug. 31, 2009, to
allow the Company to finalize discussions with its lenders on an
amendment to the credit facility to address loan to value.  The
facility bears an interest margin of 2.75% over LIBOR during this
waiver period and no dividend to common shareholders may be
declared or paid.

Management expects that an agreement will be reached with the
Company's lenders.  If the Company does not successfully amend the
facility agreement by Aug. 31, 2009, or a4gree a further waiver of
the need to perform loan to value tests, and its loan to value
ratio is above 100%, the lenders may declare an event of default
and accelerate some or all of the debt or require the company to
provide additional security which would raise substantial doubt
about its ability to continue as a going concern.

On June 30, 2009, the Company's balance sheet showed total assets
of $966.1 million, total liabilities of $647.9 million and
stockholders' equity of about $318.2 million.

A full-text copy of the Company's Form 6-K is available for free
at http://ResearchArchives.com/t/s?41fe

                      About Global Ship Lease

Global Ship Lease (NYSE:GSL, GSL.U and GSL.WS) is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed-
rate charters to world class container liner companies.

Global Ship Lease currently owns 16 vessels and has contracted to
purchase an additional three vessels.  The Company has a contract
in place to acquire by Sept. 30, 2009, an additional vessel
for $82 million from CMA CGM, contingent on financing.  The
Company also has contracts in place to purchase two newbuildings
from German interests for roughly $77 million each which are
scheduled to be delivered in the fourth quarter of 2010.

Once all of the contracted vessels have been delivered by the end
of 2010, Global Ship Lease will have a 19 vessel fleet with total
capacity of 74,797 TEU and a weighted average age at that time of
6.1 years and an average remaining charter term of roughly eight
years.  All of the vessels including those contracted for future
delivery are fixed on long-term charters.


GOODY'S LLC: Plan Admin Seeks to Recover $17 Mil. From CIT Group
----------------------------------------------------------------
The liquidating plan administrator for Goody's Family Clothing
Inc. has filed an adversary suit seeking to recover more than
$17 million in transfers from the retailer to financial services
firm CIT Group Inc., according to Law360.

The plan administrator, report says, said that CIT provided
factoring services to several vendors and suppliers.

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.

Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.

Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.  In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.


GUARANTY FINANCIAL: No Longer Expects to Continue as Going Concern
------------------------------------------------------------------
Guaranty Financial Group Inc. said August 17 its financial
statements will be prepared on the assumption that it is no longer
unable to continue as a going concern.

The Company previously submitted preliminary financial data on
Form 12b-25 filed for the year ended December 31, 2008, and the
quarter ended March 31, 2009, which were based on the assumption
that the Company would continue as a going concern.

The Company has not yet completed financial statements as of and
for the periods ended December 31, 2008 and March 31, 2009.  The
Company will record substantial asset write-downs in the financial
statements as of and for the periods ended December 31, 2008 and
March 31, 2009.  The write-downs result in the Bank having
negative capital ratios and being deemed critically
undercapitalized, the Company said.

"The Company no longer believes that it will be able to continue
as a going concern.  Therefore, the earnings statement to be
included in the subject report will be prepared based on the
assumption that the Company is unable to continue as a going
concern and thus it is anticipated that there will be a
significant change in results of operations."

                      Cease and Desist Orders

On April 6, 2009, Guaranty Financial Group Inc. and its wholly
owned subsidiary, Guaranty Bank each consented to the issuance of
an Order to Cease and Desist by the Office of Thrift Supervision.
The Orders require that the Bank meet and maintain both a core
capital ratio equal to or greater than 8.0% and a total risk-based
capital ratio equal to or greater than 11.0%.  Simultaneous to the
effective date of the Orders, the Company and the Bank advised the
OTS that management believes, based upon presently available
unaudited financial information, that the Bank does not meet the
required capital ratios.

On June 29, 2009, the Company said that the only remaining means
by which it might possibly raise sufficient capital for it and its
wholly-owned subsidiary, Guaranty Bank, to comply with the Orders
of the OTS is through a plan for open bank assistance.  The Open
Assistance plan would involve a significant equity capital
infusion from private investors, including the Company's current
principal stockholders, and an agreement under which the FDIC
would absorb a portion of any losses associated with a pool of
certain of the Company's assets.  An Open Assistance plan must be
approved by the Federal Deposit Insurance Corporation.

On July 17, 2009, at the direction of OTS, the Bank filed an
amended Thrift Financial Report as of and for the three months
ended March 31, 2009.  This filing reflected substantial asset
write downs, which resulted in the Bank having negative capital
reflected in the TFR as of that date.

The Company said July 23 that it believes that these write downs
foreclosed the possibility of applying for open bank assistance.
"Our primary stockholders have not affirmed their willingness to
commit to a capital infusion in support of such an application."
As a result, the Company stated it will no longer be possible to
comply with the Cease and Desist Orders, and hence, it is probable
that it will not be able to continue as a going concern.

                     About Guaranty Financial

Guaranty Financial Group Inc. (Guaranty) is a unitary savings and
loan holding company. The Company's primary operating entities are
Guaranty Bank and Guaranty Insurance Services, Inc.  Guaranty Bank
conducts consumer and business banking activities through a
network of over 150 bank branches located in Texas and California,
and provides commercial banking products and services to diverse
geographic markets throughout the United States.  Guaranty
Insurance Services, Inc. is a full-service insurance agency
engaged in property and casualty insurance, as well as fixed
annuities. The insurance agency operates through 17 offices
located in both Texas and California.

The Company had said in March that it expects to report a loss of
$444 million, or a loss of $8.84 per diluted share, for the year
ended December 31, 2008, compared to earnings of $78 million, or
$2.20 per diluted share, for the year ended December 31, 2007.

The Company had assets of $15,391,000,000 against debts of
$14,390,000,000 as of September 30, 2008.


GRUBB & ELLIS: Posts $32 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Grubb & Ellis Company posted a net loss of $32.61 million for
three months ended June 30, 2008, compared with a net loss of
$5.23 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $75.89 million compared with a net loss of $11.53 million for
the same period in 2008.

The Company's balance sheet showed total assets of
$360.83 million, total liabilities of $357.11 million and
stockholders' equity of $3.72 million.

The Company entered into a Third Amendment to its Credit Facility
that requires the Company to comply with the approved budget that
has been agreed to by the Company and the lenders, subject to
agreed upon variances.  The Company is also required under the
Third Amendment to effect "recapitalization plan" on or before
Sept. 30, 2009, and in connection therewith to effect a Partial
Prepayment on or before Sept. 30, 2009.  Among other things, in
the event the Company does not complete the recapitalization plan
or make the Partial Prepayment, the Credit Facility will terminate
on Jan. 15, 2010.

In light of the current state of the financial markets and
economic environment, there is risk that the Company will be
unable to meet the terms of the Credit Facility which would result
in the entire balance of the debt becoming due and payable.  If
the Credit Facility were to become due and payable on the
alternative due date of Jan. 15, 2010, there can be no assurances
that the Company will have access to alternative funding sources,
or if the sources are available to the Company, that they will be
on favorable terms and conditions to the Company, which at that
time could create substantial doubt about the Company's ability to
continue as a going concern after Jan. 15, 2010.

A full-text copy of the Company's Form-Q is available for free at:

                http://ResearchArchives.com/t/s?41ff

                        About Grubb & Ellis

Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/
-- is one of the largest commercial real estate services and
investment companies.  With more than 130 owned and affiliate
offices worldwide, Grubb & Ellis offers property owners, corporate
occupants and investors comprehensive integrated real estate
solutions, including transaction, management, consulting and
investment advisory services supported by proprietary market
research and extensive local market expertise.

Grubb & Ellis and its subsidiaries are leading sponsors of real
estate investment programs that provide individuals and
institutions the opportunity to invest in a broad range of real
estate investment vehicles, including tax-deferred 1031 tenant-in-
common exchanges; public non-traded real estate investment trusts
(REITs) and real estate investment funds.  As of September 30,
2008, more than $3.8 billion in investor equity has been raised
for these investment programs.  Grubb & Ellis and its subsidiaries
currently manage a growing portfolio of more than 225 million
square feet of real estate.  In 2007, Grubb & Ellis was selected
from among 15,000 vendors as Microsoft Corporation's Vendor of the
Year.


HAGERSTOWN HOTEL: Files for Chapter 11 to Dodge Foreclosure
-----------------------------------------------------------
Hagerstown Hotel Associates, LLC, has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Maryland.

Robert Rand at Gazette.net reports that Hagerstown Hotel said that
it has been hit hard by the slowdown in the hospitality industry.
The report says that the bankruptcy filing has allowed the Company
to stave off foreclosure.

Officials with hotel owner Watchwood LLC had negotiated a
tentative accord with its major lender, BB&T, which had otherwise
planned to foreclose and have the property sold at auction on
Monday, Gazette.net states, citing Hagerstown Hotel sales director
Roy Arnold.  Hagerstown Hotel general manager Farhad Jabberi said
that the deal collapsed and the hotel had to file for Chapter 11
to avoid foreclosure, Gazette.net relates.

Court documents say that Watchwood owes BB&T about $5.5 million.
According to court documents, Watchwood listed up to $50,000 in
assets, against $1 million to $10 million in debts owed to 100 to
199 creditors.

Citing Mr. Arnold, Gazette.net reports that Hagerstown Hotel's
troubles began in 2008, when the owner "decided to go without a
franchise flag" and operate as an independent hotel.  Mr. Arnold
said that the hotel was previously branded as a Sheraton Four
Points, going independent cut into its Internet bookings,
Gazette.net states.

According to Gazette.net, Mr. Arnold said that new hotels have
also been constructed in the area, and that "there are way more
hotel rooms than a year ago."  Mr. Arnold also mentioned gasoline
prices that peaked almost $4 a gallon in 2008, along with a
"tanking" economy that has put a damper on personal and business
travel, the report states.  Occupancy at Hagerstown Hotel has been
below the market average, which runs in the range of 60% to 70%,
the report says, citing Mr. Arnold.

Hagerstown Hotel Associates, LLC, dba Clarion Hotel & Conference
Center Antietam Creek, is based in Hagerstown, Maryland.


HAIGHTS CROSS: Extends Private Exchange Offer Until August 21
-------------------------------------------------------------
Haights Cross Communications, Inc. said the expiration date for
its private exchange offer and consent solicitation to qualified
investors to exchange HCC's 12-1/2% Senior Discount Notes Due 2011
for shares of common stock of HCC has been extended until
11:59 p.m., New York City time, on August 21, 2009, unless
terminated or further extended.

The Company has not paid and is currently taking advantage of the
applicable 30-day grace period with respect to payment of the
semi-annual interest on its Senior Discount Notes that was due on
August 3, 2009.  Similarly, the Company also intends to take
advantage of the applicable 30-day grace period for making the
semi-annual interest payment on its 11-3/4% Senior Notes due 2011
due August 17, 2009.

The Company's current forbearance agreement and credit agreement
for its senior secured term loan prohibits the Company from making
interest payments on the Senior Discount Notes while the Company
remains in default under the Credit Agreement.  The cure of such
default will require, among other things, the successful
completion of the Exchange Offer.  Under the applicable indenture
relating to each of the Senior Discount Notes and Senior Notes,
use of the 30-day grace period does not constitute a default that
permits acceleration of such Notes.

The Company is seeking to extend its Forbearance Agreement, which
expires on August 17, 2009, to provide the Company with further
time to complete the Exchange Offer (as extended) and other
restructuring transactions.  The Company also has commenced
discussions with holders of its Senior Notes to discuss
alternative restructuring plans should the Exchange Offer not be
consummated, including the possibility of the commencement of a
chapter 11 case and plan of reorganization.

As of the close of business on August 14, 2009, the Company was
advised by the information and exchange agent for the Exchange
Offer that approximately $100 million (at maturity), or 74%, of
Senior Discount Notes had been tendered and not validly withdrawn.

Senior Discount Notes which have been validly tendered to the
Exchange Offer to date and not withdrawn remain tendered and
subject to the Exchange Offer. Eligible Holders who have already
tendered Senior Discount Notes need not take any additional
actions to tender their Senior Discount Notes.

The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of a number of conditions including, among
others: (i) at least 90% of the aggregate principal amount of the
Senior Discount Notes being validly tendered for exchange and not
revoked, and Eligible Holders representing such Senior Discount
Notes delivering their consents to the proposed amendments to the
indenture governing the Senior Discount Notes; and (ii) the
execution of a satisfactory amendment to the Credit Agreement.

In the event that HCC is not able to successfully complete the
restructuring, including the Exchange Offer, HCC intends to
explore all other restructuring alternatives available to it at
that time, which may include an alternative out-of-court
restructuring or the commencement of a chapter 11 case and plan of
reorganization. There can be no assurance that any alternative
restructuring arrangement or plan could be accomplished. Moreover,
if the Company seeks such bankruptcy relief, holders of Senior
Discount Notes may receive consideration that is less than what is
being offered in the Exchange Offer, and it is possible that such
holders may receive no consideration at all for their Senior
Discount Notes.

The Exchange Offer is being made, and the new shares of Common
Stock are being offered, only to Eligible Holders, who consist of
accredited investors, or persons other than U.S. persons, in a
transaction that is exempt from the registration requirements of
the Securities Act of 1933.  Any such securities may not be
offered or sold absent registration or an applicable exemption
from the registration requirements of the Securities Act.

                        About Haights Cross

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications -- http://www.haightscross.com/-- is a premier
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
and school libraries, and consumers.  Haights Cross companies
include: Triumph Learning, Buckle Down Publishing and Options
Publishing, and Recorded Books.


HEIDTMAN MINING: Court Sets October 15 General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas has
established October 15, 2009, at 5:00 p.m. as the deadline for all
non-governmental parties to file proofs of claims in Heidtman
Mining, LLC's bankruptcy case, and December 9, 2009, at 5:00 p.m.
as the deadline to file proofs of claim with respect to all
governmental units.

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HEIDTMAN MINING: Gets Final Nod to Obtain $600,000 Loan from R & R
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas has
authorized, on a final basis, Heidtman Mining, LLC to obtain a
line of credit with R & R Partners Limited partnership at 8%
annual compounding interest, to fund the Debtor's post-petition
operations.

As security, lender will have a lien on the all unencumbered
property, assets or interests in property or assets of the Debtor.

The loan will mature at the earliest of (a) the expiration of the
first 180 days of the Chapter 11 case; (b) the date of the closing
of a sale of all or substantially all of the Debtor's assets; (c)
the effective date of a plan of reorganization in the Chapter 11
case; (d) conversion of the Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code; or (e) the appointment of an
examiner or trustee in the Chapter 11 case.

Toledo, Ohio-based Heidtman Mining, LLC filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HEIDTMAN MINING: U.S. Trustee Forms 5-Member Creditors' Panel
-------------------------------------------------------------
Nancy J. Gargula, United States Trustee for Region 13, appointed
five creditors to serve on the official committee of unsecured
creditors in Heidtman Mining, LLC's bankruptcy case.

The Creditors Committee members are:

     a) Mr. T. Arthur Palm
        Post Office Box 861
        Price, UT 84505-0861
        Tel: (435) 650-1122
        Fax: (435) 637-3270
        E-mail: artpalm@aol.com

     b) Mr. Steve Fair
        Continental Crushing & Conveying
        Post Office Box 400
        Winfield, AL 35594-0400
        Tel: (205) 487-1968
        Fax: (205) 487-4521
        E-mail: sfair@continental-cc.com

     c) Mr. Paul K. McClure
        Wilkem, Inc.
        8700 Trail Lake Drive West, Suite 300
        Memphis, TN 38125
        Tel: (901) 346-8800
        Fax: (901) 507-1184
        E-mail: pmcclure@kwilson.com

     d) Mr. David M. Sivadon
        GROCO Agricultural Marketing Incorporated
        2106 West 181st Street South
        Mounds, OK 74047
        Tel: (918) 837-6765
        Fax: (918) 827-2641
        E-mail: davidsivadon@tds.net

     e) Mr. Allen D. Owen, Jr.
        JRT Trucking, Inc.
        11891 Pine Street
        Cameron, OK 74932
        Tel: (918) 649-5455
        Fax: (918) 654-3167
        E-mail: jrttrucking@indstream.net

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

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HEIDTMAN MINING: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Heidtman Mining, LLC, has filed with the U.S. Bankruptcy Court for
the Western District of Arkansas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $31,320,251
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,498,637
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,618,938
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $85,919,852
                                 -----------      -----------
        TOTAL                    $31,320,251      $92,037,428

A copy of Heidtman Mining's schedules of assets and liabilities is
available for free at http://bankrupt.com/misc/heidtman.sal.pdf

Toledo, Ohio-based Heidtman Mining, LLC filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HERBST GAMING: May Emerge From Chapter 11 Bankruptcy This Year
--------------------------------------------------------------
Las Vegas Review-Journal reports that Herbst Gaming, Inc., is
preparing to emerge from Chapter 11 bankruptcy protection as early
as this year.

As reported by the Troubled Company Reporter on August 17, 2009,
the U.S. Bankruptcy Court for the District of Nevada entered on
August 10, 2009, an order approving a second amended disclosure
statement related to the first amended joint plan of
reorganization filed by Herbst Gaming, Inc., and certain of its
subsidiaries.  The Court will hold a hearing to consider
confirmation of the Plan on October 28, 2009, at 10:00 a.m. (PDT),
and October 29.  The Debtors mailed the Disclosure Statement, the
Plan and ballots on August 12.  The deadline for submitting
ballots been established as September 15, 2009.

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The slot route business involves the exclusive installation and
operation of slot machines in non-casino locations, such as
grocery stores, drug stores, convenience stores, bars and
restaurants throughout Nevada.  As of March 31, 2009, the slot
route Debtors operated approximately 6,900 slot machines machines
through Nevada.

The casino business consists of 12 casinos in Nevada, and two in
Missouri and one in Iowa.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HEXION SPECIALTY: S&P Cuts Ratings on Various Debentures to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
on Hexion Specialty Chemicals Inc.'s 9.2% debentures due 2021,
7.875% debentures due 2023, and 8.375% debentures due 2016 to 'D'
from 'CCC'.  The recovery ratings on these debt issues remain at
'5', indicating expectations modest recovery (10%-30%) in the
event of a payment default.  At the same time, S&P affirmed its
ratings on all other debt issues (see list below).  S&P also
affirmed its corporate credit rating at 'CCC+'.  The outlook is
negative.

"Our rating action follows the company's recent announcement that
it purchased a total of $71 million in face value of these
debentures for a cash consideration of $31 million," said Standard
& Poor's credit analyst Paul Kurias.  The 'D' ratings on the
debentures reflect S&P's view that the exchange was distressed as
the debenture holders received significantly less than the
original price.  S&P affirmed its corporate credit rating in
keeping with S&P's criteria (General Criteria article referenced
below) to lower the corporate credit rating to 'SD' (selective
default) on the completion of the first repurchase.  According to
its criteria, S&P subsequently raise the corporate rating so that
it reflects the risk of a conventional default-i.e., not focusing
on any ongoing restructuring associated with multiple buybacks.

The current repurchase follows previous debt buybacks by Hexion.
On April 21, 2009, S&P lowered its corporate credit rating on
Hexion to 'SD' from 'CCC+' after the company announced it had
bought back $196 million in face value of debt for $26 million.
Subsequently, on June 29, 2009, S&P raised the corporate credit
rating to 'CCC+' after a reassessment of credit quality.

The negative outlook reflects S&P's concerns about the ongoing
deterioration in operating performance, including earnings,
without near-term prospects for a meaningful improvement.  S&P
expects leverage to remain at the current high levels above 10x in
2009, constraining Hexion's ability to comply with financial
covenants.  Still, S&P's ratings factor in a modest improvement in
earnings from current low levels, committed liquidity from its
owners, and S&P's expectation that Hexion might be able to obtain
equity cures to enable temporary compliance with financial
covenants.  S&P will lower ratings in the near term if demand for
the company's products remains low and offsets management's cost
cutting efforts, driving down earnings further or causing
liquidity to deteriorate from current levels.  S&P could also
lower ratings if the company is unable to obtain equity cures or
liquidity support from its owners if required or if this becomes
necessary.


HYTHIAM INC: Discloses Going Concern Doubt Due to Neg. Cash Flows
-----------------------------------------------------------------
Hythiam, Inc., said in a quarterly filing on Form 10-Q with the
Securities and Exchange Commission that there is substantial doubt
as to its ability to continue as a going concern.  The Company had
incurred significant operating losses and negative cash flows from
operations since its inception.  At June 30, 2009, cash, cash
equivalents and current marketable securities amounted to
$3.00 million and its had a working capital deficit of
$1.9 million.  The Company's working capital deficit is impacted
by $10.4 million of auction-rate securities that are illiquid.
During the three and six months ended June 30, 2009, its cash and
cash equivalents used in operating activities amounted to
$3.10 million and $9.40 million, respectively.

The Company's ability to fund its ongoing operations and continue
as a going concern is dependent on raising additional capital,
signing and generating revenue from new contracts for its Catasys
managed care programs and the success of management's plans to
increase revenue and continue to decrease expenses. In the fourth
quarter of 2008, management took actions that it expects will
result in reducing annual operating expenses by $10.2 million
compared to the third quarter of 2008 and the Company took further
actions in the first and second quarters of 2009 that resulted in
additional annual savings of approximately $4.5 million.

At June 30, 2009, the Company's balance sheet showed total assets
of $18.22 million, total liabilities of $16.20 million and
stockholders' equity of $2.02 million.

For three months ended June 30, 2009, the Company posted a net
loss of $4.92 million compared with a net loss of $14.09 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.87 million compared with a net loss of $24.80 million for
the same period in 2008.

A full-text copy of the Company's 10-Q is available for free at:

             http://ResearchArchives.com/t/s?41f1

Hythiam Inc. (NASDAQ:HYTM) is a healthcare services management
company, providing through its Catasys subsidiary behavioral
health management services for substance abuse to health plans.
Catasys is focused on offering integrated substance dependence
solutions, including its PROMETA Treatment Program, for alcoholism
and stimulant dependence.  It also researches, develops, licenses
and commercializes and physiological, nutritional, and behavioral
treatment programs.


INDALEX HOLDINGS: Court Extends Plan Filing Period to October 16
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Indalex Holdings Finance Inc., et al.'s exclusive period
to file a plan until October 16, 2009, and their exclusive period
to solicit acceptances thereof until December 15, 2009.

In their motion for the extension of their exclusive periods, the
Debtors said they had not had sufficient time to commence
substantive negotiations with their major creditor constituencies
with respect to a consensual plan based on adequate information as
they had primarily focused on the sale of substantially all of
their assets.

As reported in the TCR on August 4, 2009, Sapa Holding AB
completed its acquisition of Indalex Holdings Finance Inc. on
August 3, 2009.

As reported by the Troubled Company Reporter on July 31, 2009, the
Department of Justice reached a settlement that would require Sapa
and Indalex to divest a North Carolina aluminum sheathing facility
in order to proceed with Sapa's proposed $150 million acquisition
of Indalex.

The sale includes eleven active plants -- six in the U.S. and five
in Canada -- with two cast houses and 29 presses.

Indalex Holdings Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America.  The Company's aluminum extrusion
products are widely used throughout industrial, commercial, and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc.  Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million.  Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel.  Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.  In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totalling $456 million.

As reported in the TCR on July 28, 2009, the Bankruptcy Court has
authorized Indalex to sell its business to Sapa Holding AB.  Sapa
offered to pay (i) $90.1 million in cash and for the Debtors' U.S.
assets; and (ii) $31.7 million in cash for the Canadian assets.


INN OF THE MOUNTAIN: Moody's Downgrades Default Rating to 'Ca/LD'
-----------------------------------------------------------------
Moody's Investors Service lowered Inn of the Mountain Gods Resort
and Casino's probability of default rating to Ca/LD from Ca.  The
corporate family rating and the senior unsecured notes rating were
affirmed at Ca.

The Ca/LD probability of default rating recognizes a payment
default under the $200 million 12% senior unsecured notes due
November 2010.  IMGRC reported in its 10K that it failed to make
its scheduled May 15, 2009 interest payment by the end of the 30-
day grace period (June 15, 2009), which was allowed by the notes
indenture.

Rating lowered:

  -- Probability of default rating to Ca/LD from Ca

Ratings affirmed:

  -- Corporate family rating at Ca
  -- Senior unsecured notes rating at Ca (LGD 4, 67%)

The last rating action was on March 20, 2009, when Moody's lowered
IMGRC's corporate family rating to Ca from Caa2.

IMGRC includes all of the gaming and resort enterprises of the
Mescalero Apache Tribe, a federally recognized Indian tribe
located in south-central New Mexico.  The company's net revenues
were approximately $117 million for the fiscal year ended
April 30, 2009.


INTERLAKE MATERIAL: Court Approves Private Sale of JDM Business
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the private sale of J&D Company, LLC's manufacturing
division to Interlake Mecalux, Inc., for $350,000.

Interlake Mecalux, Inc., was also the winning bidder at the
June 23, 2009 auction for J&D's retail service solutions division.
Interlake Mecalux's winning bid for the RSS business was $1.275
million plus the assumption of certain liabilities.

J&D's manufacturing division makes vertical storage and carousel
systems, as well as rack and shelving for industrial applications.
J&D Company, LLC, is a wholly owned subsidiary of United Fixtures
Company, Inc., which, in turn, is a wholly owned subsidiary of UFC
Interlake Material Handling, Inc.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company, United Fixtures Company, Inc.,
UFC Interlake Holding Co., and Conco-Tellus, Inc. filed
for Chapter 11 relief on January 5, 2009, with the U.S. Bankruptcy
Court for the District of Delaware.  On May 30, 2009, J&D Company,
LLC, a wholly owned subsidiary of United Fixtures Company, Inc.,
filed for Chapter 11 protection with the same Court.  The original
Debtors' cases together with J&D's Chapter 11 case are being
jointly administered under Case No. 09-11751.

Winston & Strawn LLP represents the Debtors in their restructuring
efforts.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
local counsel.  Lake Pointe Partners, LLC, is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the claims
agent for the Debtors.  Lowenstein Sandler PC represents the
official committee of unsecured creditors as counsel.  Stevens &
Lee, P.C., represents the Committee as Delaware counsel.

When the original Debtors filed for protection from their
creditors, they listed between $50 million and $100 million in
assets, and between $100 million and $500 million in debts.  In
its petition, J&D listed between $1 million and $10 million each
in assets and debts.

The original Debtors sold their business for $30 million to
Mecalux SA, Spain's largest maker of warehouse equipment.  The
sale closed on March 9, 2009.


INTERLAKE MATERIAL: Court Confirms 2nd Amended Liquidating Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on August 11, 2009, Interlake Material Handling, Inc., et al's
second amended liquidating Chapter 11 plan dated August 11, 2009.

The Debtors have liquidated substantially all of their assets
other than the business of J&D Company, LLC, which Debtors
anticipate will be sold prior to the consummation of the Plan.

The Plan calls for unsecured creditors with $60 million in claims
to split up $350,000 cash and whatever is recovered from lawsuits
in the future.

Interlake Material has sold its business for $30 million to
Mecalux SA, Spain's largest maker of warehouse equipment.

A full-text copy of the Debtors' second amended chapter 11
liquidating plan is available for free at:

http://bankrupt.com/misc/interlake.2ndamendedliquidatingplan.pdf

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company, United Fixtures Company, Inc.,
UFC Interlake Holding Co., and Conco-Tellus, Inc. filed
for Chapter 11 relief on January 5, 2009, with the U.S. Bankruptcy
Court for the District of Delaware.  On May 30, 2009, J&D Company,
LLC, a wholly owned subsidiary of United Fixtures Company, Inc.,
filed for Chapter 11 protection with the same Court.  The original
Debtors' cases together with J&D's Chapter 11 case are being
jointly administered under Case No. 09-11751.

Winston & Strawn LLP represents the Debtors in their restructuring
efforts.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
local counsel.  Lake Pointe Partners, LLC, is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the claims
agent for the Debtors.  Lowenstein Sandler PC represents the
official committee of unsecured creditors as counsel.  Stevens &
Lee, P.C., represents the Committee as Delaware counsel.

When the original Debtors filed for protection from their
creditors, they listed between $50 million and $100 million in
assets, and between $100 million and $500 million in debts.  In
its petition, J&D listed between $1 million and $10 million each
in assets and debts.

The original Debtors sold their business for $30 million to
Mecalux SA, Spain's largest maker of warehouse equipment.  The
sale closed on March 9, 2009.


INTERMET CORP: Lenders Extend Sale Deal Deadline to Aug. 24
-----------------------------------------------------------
Intermet Corporation and its affiliated debtors have filed a
second emergency motion with the U.S. Bankruptcy Court for the
District of Delaware for the approval of:

  (i) a second stipulation dated August 14, 2009, further
      extending Intermet's use of the prepetition lenders' cash
      collateral until August 24, 2009, and

(ii) the further extension until August 24, 2009, of the Plan APA
      Deadline under the provisions of the Chapter 11 Plan.

The Chapter 11 Plan provides for the contingency that if no sale
is consummated within 10 business days of the confirmation of the
Plan (i.e., the Plan APA Deadline), Intermet's assets will be
transferred on the Plan's Effective Date to the Lender Liquidating
Trust.  As last extended by the Court, the Plan APA Deadline was
set to expire on August 17, 2009,.

The first lien prepetition lenders have agreed to the cash
collateral extension, as well as the requested extension of the
Plan APA Deadline.  The Debtors relate that the requested
extension of the Plan APA Deadline provides a substantial benefit
to Intermet's estates and creditors and does not harm or prejudice
any party in interest.

As reported in the TCR on July 15, 2009, the Bankruptcy Court
approved the proposed liquidation plan of Intermet Corp. and the
sale of substantially all of its assets to Revstone Industries
LLC.  Intermet Corp. declared Revstone to be the winner of the
auction for its cast metals auto parts business with a bid of
$11 million, subject to adjustments.

Under the Plan, holders of administrative expense claims under
Sec. 503(b)(9) of the Bankruptcy Code, estimated at $6 million,
are to recover 35% to 50% of their allowed claims.  The second-
lien lenders owed $107 million and unsecured creditors with
$93 million in claims are expected to recover not more than 2%.
Equity holders are out of the money.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan, dated May 28, 2009, is available
at http://bankrupt.com/misc/intermet.DS.pdf

As reported in the TCR on August 10, 2009, Intermet's sale to
Revstone Industries LLC may have been stalled, says The Lake
Gazette.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets of $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


INTERMET CORP: Proposes Dissolution Beyond Plan Effective Date
--------------------------------------------------------------
Intermet Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve a non-
material modification of their Chapter 11 Plan, extending the time
for the dissolution of the Debtors beyond the Plan's Effective
Date, to a future date in accordance with the provisions of the
Lender Liquidating Trust Agreement.

The Debtors tell the Court without a modification of the
Chapter 11 Plan, pursuant to Article IV.D. of the Plan, on the
Plan's Effective Date the Debtors will be dissolved.  Intermet and
the First Lien Agent, in consultation with the official committee
of unsecured creditors, have determined that the Lender
Liquidating Trust may want to maintain the corporate existence of
each of the Debtors beyond the Effective Date, to assist it in
connection with the liquidation of the estates.

The Debtors add that the requested modification to the Plan will
help facilitate operating the Lender Liquidation Trust and that
the continued existence of the Debtors beyond the Effective Date
will not impact distributions under the Plan.

As reported in the TCR on July 15, 2009, the Bankruptcy Court
approved the proposed liquidation plan of Intermet Corp. and the
sale of substantially all of its assets to Revstone Industries
LLC.  Intermet Corp. declared Revstone to be the winner of the
auction for its cast metals auto parts business with a bid of
$11 million, subject to adjustments.

Under the Plan, holders of administrative expense claims under
Sec. 503(b)(9) of the Bankruptcy Code, estimated at $6 million,
are to recover 35% to 50% of their allowed claims.  The second-
lien lenders owed $107 million and unsecured creditors with
$93 million in claims are expected to recover not more than 2%.
Equity holders are out of the money.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan, dated May 28, 2009, is available
at http://bankrupt.com/misc/intermet.DS.pdf

As reported in the TCR on August 10, 2009, Intermet's sale to
Revstone Industries LLC may have been stalled, says The Lake
Gazette.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets of $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


INTERMET CORP: Asks Court to Approve Settlement with PBGC
---------------------------------------------------------
Intermet Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve its
settlement agreement with Pension Benefit Guaranty Corporation,
which will resolve Intermet's outstanding obligations under
certain defined benefit pensions plans, and settle all of the
PBGC's claims against Intermet's estates.

Pursuant to the settlement agreement:

  (i) Intermet will affirmatively support action by PBGC with
      respect to termination of the (a) Ganton Technologies LLC
      Pulaski Hourly Employment Retirement Plan and (b) Ganton
      Technologies LLC Salaried Employees Retirement Plan and
      appointment of PBGC as statutory trustee of said ongoing
      plans,

(ii) PBGC will have an allowed administrative claim in the amount
      of $650,000, and

(iii) all of PBGC's remaining claims filed in the bankruptcy cases
      will be treated as an allowed general unsecured claim.

The Debtors say that the settlement agreement is of substantial
benefit to Intermet and its retirees since the Chapter 11 Plan is
a liquidating plan and Intermet will no longer have an operating
business in which to fund the ongoing plans.  Said obligations are
not being assumed by Revstone Industries, LLC, the purchaser of
substantially all of Intermet's assets.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets of $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


I/OMAGIC CORP: June 30 Balance Sheet Upside-Down by $2 Million
--------------------------------------------------------------
I/OMagic Corporation's balance sheet showed total assets of
$2.99 million and total liabilities of $5.04 million, resulting in
a stockholders' deficit of $2.05 million.

For three months ended June 30, 2009, the Company reported a net
income of $257,218 compared with a net loss of $2.16 million for
the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $185,512 compared with a net loss of $3.02 million for
the same period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41fb

On April 15, 2009, Simon & Edward, LLP in City of Industry,
California expressed substantial doubt about I/OMagic
Corporation's ability to continue as a going concern after
auditing the Company's financial results for the fiscal years
ended Dec. 31, 2008, and 2007.  The auditor noted that the Company
incurred significant operating losses, serious liquidity concerns
and may require additional financing in the foreseeable future.

                      About I/OMagic Corp.

Headquartered in Irvine, California, I/OMagic Corporation (OTC BB:
IOMG) -- http://www.iomagic.com/-- sells data storage products,
televisions, most of which are high-definition televisions, or
HDTVs, utilizing liquid crystal display, or LCD, technology, and
other consumer electronics products.


JEFFERIES GROUP: S&P Affirms BB+ Preferred Stock Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it completed its
review of its counterparty credit ratings on eight independent
U.S. brokerage firms.  As a result of this review, S&P placed the
ratings on E*TRADE Financial Corp. and its subsidiary, E*TRADE
Bank, on CreditWatch with positive implications and affirmed the
ratings on the other seven companies.

The CreditWatch action on E*TRADE was based on the application of
S&P's criteria for distressed exchange offerings and a review of
the company's financial position, which has faced unique
challenges from asset quality problems at its banking unit.

"The CreditWatch listing reflects S&P's belief that the debt
exchange no longer meets S&P's criteria for a distressed exchange
offering, because the value to the investors is unlikely to be
less than what it promised on the original securities," said
Standard & Poor's credit analyst Charles D. Rauch.

"We based S&P's affirmation of ratings on the other brokers on
S&P's review of the impact of industrywide developments such as
market conditions and, in the case of the retail firms, investor
participation," said Standard & Poor's credit analyst Robert B.
Hoban.  "We also assessed company-specific measures such as
liquidity and capitalization, and near-term debt service
capacity."

The ongoing downturn has pressured these companies.  Nonetheless,
so far, they have mostly fared considerably better than large
banks and universal bank brokerage peers, despite their inherently
less diversified business profiles and generally less substantial
resources.  Primary advantages are lower credit and market risk
exposures, flexible cost bases, and less-capital-intensive
businesses.

S&P believes the brokerage industry's near-term prospects will
remain less than ideal as long as the broader economy remains
depressed.  However, S&P also sees those brokers that are not
facing specific structural issues as largely well positioned to
keep enduring these less-than-optimal operating conditions.  Most
of the companies covered in this review are maintaining defensive
financial profiles, with reduced leverage and/or higher degrees of
liquidity, which should provide some cushion if operating
conditions turn sour again.

Regardless of future operating conditions, S&P believes the
survivors will benefit from the culling of U.S. brokerage firms
over the past year and a half.  In particular, the independent
retail brokers have taken advantage of disarray at the warehouse
firms to poach financial advisers from them.

                           Ratings List

                         Ratings Affirmed

                     BNY ConvergEx Group LLC

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated
              Local Currency             B-
               Recovery Rating           6

                       Charles Schwab Corp.

             Counterparty Credit Rating  A/Stable/A-1
             Senior Unsecured            A
             Commercial Paper            A-1

                    Charles Schwab & Co.  Inc.

             Counterparty Credit Rating  A+/Stable/--

                      Schwab Capital Trust I

                Preferred Stock             BBB+

                             IBG LLC

            Counterparty Credit Rating  BBB+/Stable/--

                       Jefferies Group Inc.

           Counterparty Credit Rating  BBB/Negative/--
           Senior Unsecured            BBB
           Preferred Stock             BB+

                        LPL Holdings, Inc.

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated                B-

                   Raymond James Financial, Inc.

           Counterparty Credit Rating  BBB/Negative/A-2
           Senior Unsecured            BBB

                    TD AMERITRADE Holding Corp.

                    Counterparty Credit Rating

            Local Currency             BBB+/Stable/--
           Senior Secured              BBB+

                   Ratings Placed On CreditWatch

                      E*TRADE Financial Corp.

                               To                From
                               --                ----
   Counterparty Credit Rating  CC/Watch Pos/--   CC/Negative/--
   Senior Unsecured            CC/Watch Pos      CC
   Senior Unsecured            CCC-/Watch Pos    CCC

                           E*TRADE Bank

                               To                From
                               --                ----
   Counterparty Credit Rating  CCC+/Watch Pos/C  CCC+/Negative/C
   Certificate Of Deposit
    Local Currency             CCC+/Watch Pos/C  CCC+/C


JEFFREY ROBERT QUACKENBUSH: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Jeffrey Robert Quackenbush
           aka Jeff Quackenbush
        PO Box 161945
        Big Sky, MT 59716

Case No.: 09-61618

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Gary S. Deschenes, Esq.
                  P.O. Box 3466
                  Great Falls, Mt 59403-3466
                  Tel: (406) 761-6112
                  Email: descheneslaw@dslawoffices.net

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

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

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


JER INVESTORS: Posts $27 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
JER Investors Trust Inc. posted a net loss of $8.70 million for
three months ended June 30, 2009, compared with a net income of
$28.99 million.

For six months ended June 30, 2009, the Company posted a net loss
of $27.03 million compared with a net loss of $37.85 million for
the same period in 2008.

The Company's balance sheet showed total assets of
$261.18 million, total liabilities of $240.81 million and
stockholders' equity of $20.37 million.

In the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2008, filed with the Securities and Exchange Commission,
the Company disclosed that there was substantial doubt regarding
its ability to continue as a going concern.

In response, the Company has undertaken or expects to commence
certain efforts to reduce expenses and preserve liquidity
including; (i) discontinuing payment of quarterly dividends and
replacing the quarterly dividends with payment of an annual
dividend to the extent required to satisfy REIT dividend
requirements, (ii) seeking to reduce operating costs, primarily
our general and administrative costs; (iii) seeking to restructure
terms of our recourse indebtedness including extension of
scheduled maturity dates or modification of near-term interest
payment requirements; and (iv) if necessary, pursue sales of
selected assets.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?41fc

JER Investors Trust Inc. (OTC Bulletin Board: JERT) --
http://www.jer.com/-- is a specialty finance company that invests
in commercial real estate structured finance products.  JER's
target investments include commercial mortgage backed securities,
mezzanine loans and B-Note participations in mortgage loans,
commercial mortgage loans and net leased real estate investments.
JER Investors Trust Inc. is organized and conducts its operations
so as to qualify as a real estate investment trust ("REIT") for
federal income tax purposes.


KENNETH HUEY FAMILY: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Kenneth Huey Family Trust
        3493 French Road
        Clinton, WA 98236

Bankruptcy Case No.: 09-18302

Chapter 11 Petition Date: August 16, 2009

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

Judge: Karen A. Overstreet

Debtor's Counsel: Zeshan Q. Khan, Esq.
                  ZQKahnlaw
                  3211 Beacon Ave. S, No. 67
                  Seattle, WA 98144
                  Tel: (206) 324-3547
                  Fax: (206) 763-0109
                  Email: zqkhanlaw@gmail.com

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

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

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

            http://bankrupt.com/misc/wawb09-18302.pdf

The petition was signed Quintessa Huey and Carynl L. Fong,
trustees of the Company.


LAW OFFICES OF MASRY: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Law Offices of Masry & Vititoe
        5705 Corsa Avenue, 2nd Floor
        Westlake Village, CA 91362

Case No.: 09-20447

Type of Business: The Debtor operates a law firm.

Chapter 11 Petition Date: August 14, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Leslie A. Cohen, Esq.
            Leslie Cohen Law PC
            506 Santa Monica Bl Ste 200
            Santa Monica, CA 90401
            Tel: (310) 394-5900
            Fax: (310) 394-9280
            Email: leslie@lesliecohenlaw.com

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

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

The petition was signed by James Vititoes.

Debtor's List of 15 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Joseph DiNardo                 Personal Loan          $650,000
The DiNardo Law Firm
6400 Main Street #120
Williamsville, NY 14221

California Lit Funding         Settlement             $1,000,000
c/o Richard Schwartz, Esq.

Jackie Masry                   Settlement             $1,000,000
877 Emerson Street
Thousand Oaks, CA 91362

Louis Masry & Luann Masry      Settlement

Estate of Edward Masry         Employment Agreement   $19,000
c/o Loius Masry                                       per month
                                                      (Expires
                                                      Jan, 2011)

Estate of Edward Masry         Employment Agreement   Deferred
                                                      compensation
                                                      from
                                                      substantial
                                                      case fees
                                                      (Expires
                                                      Jan, 2011)

Paul Taing                     Lawsuit                $50,000
                                                      claimed

Chen Shih                      Settlement             $75,000

Law Offices of Parker          Attorney fees          $566,965
Milliken
555 S. Flower Street
Los Angeles, CA 90071
(213) 683-6500

Law Offices of McCurdy         Loan/Advance           $200,000
& McCurdy

AT&T Advertising & Publishing  Advertising            $20,811

Yellowbook                     Advertising            $13,413

Idearc Media LLC               Advertising            $17,743

JKK                            Past due rent          $35,000

LexisNexis/lawyers.com         Advertising            $9,000


LEAR CORP: Releases 2nd Quarter Results on Form 10-Q
----------------------------------------------------
On August 13, 2009, Lear Corporation and its subsidiaries filed
with the U.S. Securities and Exchange Commission their financial
results for the quarter ended July 4, 2009.  A full-text copy of
Lear's 2nd Quarter Financial Results is available for free at

             http://ResearchArchives.com/t/s?41bd

               Lear Corporation and Subsidiaries
             Condensed Consolidated Balance Sheets
                       As of July 4, 2009

ASSETS
Current Assets:
  Cash and cash equivalents                     $1,133,500,000
  Accounts receivable                            1,406,900,000
  Inventories                                      432,400,000
  Other                                            328,500,000
                                                --------------
Total current assets                             3,301,300,000

Long-term Assets:
  Property, plant and equipment, net             1,112,300,000
  Goodwill, net                                  1,487,200,000
  Other                                            471,000,000
                                                --------------
Total long-term assets                           3,070,500,000
                                                --------------
TOTAL ASSETS                                    $6,371,800,000
                                                ==============

LIABILITIES AND EQUITY(DEFICIT)
Current Liabilities:
  Short-term borrowings                            $34,600,000
  Prepetition primary credit facility            2,177,000,000
  Senior notes                                   1,287,600,000
  Accounts payable and drafts                    1,308,500,000
  Accrued liabilities                              985,400,000
  Current portion of long-term debt                  7,900,000
                                                --------------
Total current liabilities                        5,801,000,000

Long-Term Liabilities:
  Long-term debt                                     5,600,000
  Other                                            735,100,000
                                                --------------
Total long-term liabilities                        740,700,000

EQUITY (DEFICIT):
  Common stock                                         800,000
  Additional paid-in capital                     1,370,200,000
  Common stock held in treasury                   (170,100,000)
  Retained deficit                              (1,256,600,000)
  Accumulated other comprehensive loss            (155,500,000)
                                                --------------
Lear Corporation stockholders' equity(deficit)    (211,200,000)
Noncontrolling interests                            41,300,000
                                                --------------
Equity (deficit)                                  (169,900,000)
                                                --------------
TOTAL LIABILITIES AND EQUITY(DEFICIT)           $6,371,800,000
                                                ==============

               Lear Corporation and Subsidiaries
       Condensed Consolidated Statement of Operations
             For the Three Months Ended July 4, 2009

Net Sales                                       $2,281,000,000

Cost of sales                                    2,245,900,000
Selling, general and administrative expenses       121,500,000
Interest expense                                    62,300,000
Other (income) expense, net                          5,700,000
                                                --------------
Consolidated income(loss) before provision
for income taxes                                  (154,400,000)
Provision for income taxes                          14,000,000
                                                --------------
Consolidated net income (loss)                    (168,400,000)
Less: Net income attributable to noncontrolling
     interests                                       5,200,000
                                                --------------
Net income (loss) attributable to Lear           ($173,600,000)
                                                ==============

               Lear Corporation and Subsidiaries
          Condensed Consolidated Statement of Cash Flows
               For the Six Months Ended July 4, 2009

Cash Flows from Operating Activities:
Consolidated net income (loss)                   ($431,200,000)
Adjustments to reconcile consolidated income
(loss) to net cash provided by (used in)
operating activities:
  Depreciation and amortization                    134,500,000
  Net change in recoverable customer
    engineering and tooling                         (5,500,000)
  Net change in working capital items              (37,000,000)
  Net change in sold accounts receivable          (138,500,000)
  Other, net                                        81,200,000
                                                --------------
Net cash provided by (used in) operating
activities                                       (396,500,000)
                                                --------------
Cash Flows from Investing Activities:
Additions to property, plant and equipment         (42,100,000)
Other, net                                           9,200,000
                                                --------------
Net cash used in investing activities              (32,900,000)
                                                --------------

Cash Flows from Financing Activities:
Repayment of senior notes                                    0
Other long-term debt repayments, net                (2,600,000)
Short-term debt repayments, net                     (9,000,000)
Payment of financing fees                          (21,200,000)
Repurchase of common stock                                   0
Dividends paid to noncontrolling interests         (15,400,000)
Decrease in drafts                                    (300,000)
                                                --------------
Net cash used in financing activities              (48,500,000)
                                                --------------

Effect of foreign currency translation              19,300,000

Net Change in Cash and Cash Equivalents           (458,600,000)
Cash and Cash Equiv. as of Beginning Period      1,592,100,000
                                                --------------
Cash and Cash Equivalents as of End of Period   $1,133,500,000
                                                ==============

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEAR CORP: Terms of Proposed Chapter 11 Plan
--------------------------------------------
Lear Corporation and its 23 debtor affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York their
Joint Plan of Reorganization and accompanying Disclosure
Statement on August 14, 2009.

Matthew J. Simoncini, senior vice president and chief financial
officer of Lear Corporation, relates that as a result of
extensive good faith prepetition negotiations, the Plan is
supported by Prepetition Credit Agreement Lenders and Noteholders
holding a majority of the Prepetition Indebtedness and debt under
the Debtors' Unsecured Notes.

The Plan contemplates these restructuring transactions:

  * The Lenders will convert $1.6 billion in Prepetition Credit
    Agreement Secured Claims into the New Term Loans and
    preferred and common equity in the Reorganized Debtors;

  * The Debtors' Other General Unsecured Claims -- including,
    but not limited to, the Prepetition Credit Agreement
    Deficiency Claim amounting to $737 million and the
    Unsecured Notes Claims in the amount of $1.3 billion -- will
    be converted, in part, into common equity in the
    Reorganized Debtors and warrants to acquire common equity in
    the Reorganized Debtors;

  * the Unsecured Ongoing Operation Claims will be paid in full
    in Cash or receive other treatment as to render that Holder
    Unimpaired; and

  * the Reorganized Debtors will enter into the Exit Facility.

The Debtors ask the Court to set November 2, 2009, as the hearing
date to consider confirmation of their Chapter 11 Plan, and
October 23 as the deadline for filing objections to the Plan.

                    Claims and Interests

Under the Plan, the Debtors are classified into Groups A and B.
Group A Debtors consist of those Debtors that are borrowers and
guarantors under the Prepetition Secured Credit Facilities and
the Unsecured Notes, while Group B Debtors consist of those
Debtors that are not borrowers or guarantors under the
Prepetition Secured Credit Facilities and the Unsecured Notes.

Group A Debtors refer to Lear Corporation, Lear Canada, Lear
Automotive Dearborn, Inc., Lear Corporation (Germany) Ltd., Lear
Corporation EEDS and Interiors, Lear Operations Corporation and
Lear Seating Holdings Corp. #50.

Group B Debtors refer to Lear #50 Holdings, LLC, Lear Argentine
Holdings Corporation #2, Lear Automotive Manufacturing, LLC, Lear
Canada Investments Ltd., Lear Corporation Canada Ltd., Lear
Corporation Global Development, Inc., Lear EEDS Holdings, LLC,
Lear European Operations Corporation, Lear Holdings, LLC, Lear
Investments Company, LLC, Lear Mexican Holdings Corporation, Lear
Mexican Holdings, LLC, Lear Mexican Seating Corporation, Lear
South Africa Limited, Lear South American Holdings Corporation,
Lear Trim L.P. and Renosol Seating, LLC.

                Substantive Consolidation

According to Mr. Simoncini, the Plan will serve as a motion by
the Debtors to substantively consolidate all of the Estates of
the Group A Debtors into a single consolidated Estate and all of
the Estates of the Group B Debtors into a separate, single
consolidated Estate for all purposes, including voting,
Confirmation and distribution pursuant to the Plan.

If substantive consolidation of the Group A Debtors' Estates and
the Group B Debtors' Estates is ordered, then on and after the
effective date of the Plan, all assets and liabilities of the
Group A Debtors and the Group B Debtors will be treated as though
they were merged into one Estate of the Group A Debtors and one
Estate of the Group B Debtors for all purposes, Mr. Simoncini
says.  He clarifies that substantive consolidation will not
affect the legal and organizational structure of the Reorganized
Debtors or their separate corporate existences or any prepetition
or postpetition guarantees, Liens, or security interests that are
required to be maintained under the Bankruptcy Code, under the
Plan, or, in connection with contracts or leases that were
assumed or entered into during the Chapter 11 cases.

However, in the event that the Bankruptcy Court does not order
substantive consolidation of the Group A Debtors' Estates and the
Group B Debtors' Estates, then:

(1) nothing in the Plan or the Disclosure Statement will
     constitute or be deemed to constitute an admission that one
     of the Group A Debtors or the Group B Debtors is subject to
     or liable for any Claim against any other Group A Debtor or
     Group B Debtor;

(2) Claims against multiple Debtors will be treated as separate
     Claims with respect to each Debtor's Estate for all
     purposes, and those Claims will be administered as provided
     in the Plan;

(3) the Debtors will not resolicit votes with respect to the
     Plan, nor will the failure of the Bankruptcy Court to
     approve substantive consolidation of the Group A Debtors'
     Estates and the Group B Debtors' Estates alter the
     distributions; and

(4) the Debtors may file a plan of reorganization for each
     Debtor and the confirmation requirements of Section 1129 of
     the Bankruptcy Code must be satisfied separately with
     respect to each Debtor.  The Debtors' inability to confirm
     any Plan or the Debtors' election to withdraw any Plan will
     not impair the confirmation of any other Plan.

                 Cancellation of Agreements,
           Unsecured Notes and Equity Interests

On the Plan Effective Date, all notes, stock, instruments,
certificates, and other documents evidencing the Unsecured Notes
and Equity Interests in Lear Corporation will be canceled and of
no further force, whether surrendered for cancellation or
otherwise, and the obligations of the Debtors thereunder or in
any way related thereto will be discharged.

Any Indentures relating to any of the foregoing will be deemed to
be canceled, and the obligations of the Debtors will be
discharged; provided that, the Unsecured Notes and the Indentures
will continue in effect to (a) allow Holders of the Unsecured
Claims to receive distributions; and (b) preserve the right of
the Indenture Trustees to the reimbursement of the Indenture
Trustees' Fees.

The transfer register or ledger maintained by Indenture Trustees
for the Unsecured Notes will be closed, and there will be no
further changes in the record holders of any Unsecured Notes.
The Prepetition Credit Agreement will be deemed to be cancelled,
and the obligations of the Debtors under the Agreement will be
discharged; provided that, the Prepetition Credit Agreement
will continue in effect solely for the purpose to:

  (a) allow Holders of the Prepetition Credit Agreement Claims
      to receive the distributions;

  (b) allow the Prepetition Administrative Agent to receive
      distributions from the Debtors and to make further
      distributions to the Holders of Prepetition Credit
      Agreement Claims on account of the Claims; and

  (c) preserve the Prepetition Administrative Agent's right to
      indemnification from the Debtors pursuant and subject to
      the terms of the Prepetition Credit Agreement in respect
      of any claim or cause of action asserted against the
      Prepetition Administrative Agent by a Person or Entity
      that is not party to the Prepetition Credit Agreement.

            Reorganized Company Equity Interests

The Plan provides that Reorganized Lear Corporation's equity
interests will consist of New Common Stock, Series A Preferred
Stock and Warrants.  On the Effective Date, the Reorganized
Debtors will issue or reserve for issuance all Securities to be
issued pursuant to the terms of the Plan and the Amended and
Restated Certificate of Incorporation, without need for any
further corporate or shareholder action.

Shares of New Common Stock will be issued to:

  (a) Holders of Allowed Prepetition Credit Agreement Secured
      Claims,

  (b) Holders of Allowed Other General Unsecured Claims,

  (c) holders of the Series A Preferred Stock upon conversion of
      the Securities,

  (d) holders of Warrants upon exercise of the Warrants, and

  (e) holders of equity-based awards issued under the Management
      Equity Plan.

Following the Effective Date, Reorganized Lear Corporation will
as soon as reasonably practicable file with the Commission a
registration statement for the New Common Stock on Form 8-A or
Form 10 under the Securities Exchange Act of 1934.  Following the
Effective Date, Reorganized Lear Corporation will use reasonable
best efforts to list the New Common Stock on the NASDAQ or
The New York Stock Exchange as soon as reasonably practicable.

Shares of Series A Preferred Stock will be issued to Holders of
Allowed Prepetition Credit Agreement Secured Claims.  The Series
A Preferred Stock will not be publicly listed.

Other General Unsecured Claims Warrants will be issued to Holders
of Allowed Other General Secured Claims.  DIP Facility Warrants
will be issued to the DIP Lenders, if applicable.

Certain holders of New Common Stock will be entitled to
registration rights pursuant to the Registration Rights
Agreement.

                     Exit Financing

On the Effective Date, the Reorganized Debtors will consummate
the Exit Facility.  In accordance with the Exit Financing
Agreement, the Reorganized Debtors will use proceeds of the Exit
Financing Agreement to pay or refinance the DIP Facility Claims.
Reorganized Lear Corporation will make payments of principal and
interest in accordance with the terms and conditions of the Exit
Financing Agreement.  In the event Reorganized Lear Corporation
has Minimum Liquidity determined on a normalized basis in excess
of $1.0 billion on the Effective Date, Reorganized Lear
Corporation will, to the extent of the excess and without penalty
or premium, prepay:

  (a) first, the Series A Preferred Stock in an aggregate stated
      value of up to $50 million;

  (b) second, the loans under the New Term Loans Agreement in an
      aggregate principal amount of up to $50 million; and

  (c) third, the loans under the Exit Facility.

From and after the Effective Date, the Reorganized Debtors,
subject to any applicable limitations set forth in any post-
Effective Date financing, will have the right and authority
without further order of the Bankruptcy Court to raise additional
capital and obtain additional financing as the boards of
directors of the applicable Reorganized Debtors deem appropriate.

                       New Term Loans

On the Effective Date, Reorganized Lear Corporation will issue
the New Term Loans.  The New Term Loans will be guaranteed by
Reorganized Lear Corporation's domestic direct and indirect
subsidiaries pursuant to the New Term Loans Agreement.  On or
before the Effective Date, the Reorganized Debtors and each
Holder of an Allowed Prepetition Credit Agreement Secured Claim
will execute the New Term Loans Agreement.

          Executory Contracts and Unexpired Leases

Each of the Debtors' Executory Contracts and Unexpired Leases
will be deemed assumed as of the Effective Date unless that
Executory Contract or Unexpired Lease:

    (a) was assumed or rejected previously by the Debtors;

    (b) is identified on the list of Executory Contracts and
        Unexpired Leases to be rejected filed pursuant to the
        Plan Supplement, which list will be filed on or
        before the Contract or Lease Schedule Date and will not
        be modified by the Debtors after the Contract or Lease
        Schedule Date;

    (c) is the subject of a separate motion or notice to reject
        filed by the Debtors on or before the Contract or Lease
        Schedule Date; provided that the Debtors will not file
        any separate motions or notices to reject Executory
        Contracts or Unexpired Leases after the Contract or
        Lease Schedule Date if the Plan is still pending or has
        been consummated; or

    (d) previously expired or terminated pursuant to its own
        terms.

        Valuation Analysis and Financial Projections

Mr. Simoncini relates that each of the "Consenting Lenders" and
"Consenting Noteholders", working with their financial advisors,
conducted extensive negotiations in the weeks leading up to the
Petition Date.  The Consenting Lenders and Consenting Noteholders
represent in excess of 75 sophisticated financial institutions
that are familiar with the Debtors' operations and the automotive
supplier industry.  Furthermore, the Debtors and their advisors
provided substantial operational information to the Consenting
Noteholders and Consenting Lenders, which informed the
negotiations and provided the basis for an agreed valuation.  For
purposes of the Plan of Reorganization and the Disclosure
Statement, the Debtors, the Consenting Lenders and the Consenting
Noteholders have agreed upon a distributable value of the
Reorganized Debtors, as of the Petition Date, of approximately
$3.054 billion, implying a net equity value of approximately
$1.909 billion.

"This agreed upon reorganization value is without prejudice to
the rights of creditors and any party in interest, including the
Debtors and the Reorganized Debtors to assert that the
distributable value is higher or lower than $3.054 billion in the
event the Plan is not confirmed and consummated," Mr. Simoncini
says.

                                        As of the Petition Date
                                        -----------------------
Distributable Value                          $3.054 billion
Less: Post-emergence Debt                     1.145 billion
New Equity Value                              1.909 billion

The Debtors believe that the Plan meets the feasibility
requirement set forth in Section 1129(a)(11) of the Bankruptcy
Code, as Confirmation is not likely to be followed by liquidation
or the need for further financial reorganization of the
Reorganized Debtors.  In connection with developing the Plan, and
for purposes of determining whether the Plan satisfies
feasibility standards, the Debtors' management has, through the
development of financial projections for the years of 2009
through 2012, analyzed the Reorganized Debtors' ability to meet
their obligations under the Plan and to maintain sufficient
liquidity and capital resources to conduct their businesses.

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/Lear_FinancialProjections.pdf

The Financial Projections assume that the Plan will be
consummated in accordance with its terms and that all
transactions contemplated by the Plan will be consummated by the
assumed Effective Date.  Any significant delay in the assumed
Effective Date of the Plan may have a significant negative impact
on the operations and financial performance of the Debtors
including, but not limited to, an increased risk of inability to
meet sales forecasts and higher reorganization expenses.  The
Financial Projections are subjective in many respects, and thus
are susceptible to interpretations and periodic revisions based
on actual experience and recent developments.  The Debtors do not
intend to update or otherwise revise the Financial Projections to
reflect the occurrence of future events, even in the event that
assumptions underlying the Financial Projections are not borne
out, says Mr. Simoncini.

                     Plan Must be Confirmed

The Debtors believe that any alternative to Confirmation of their
Plan, like conversion of their Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code or any attempt by another party-
in-interest to file a plan, would result in significant delays,
litigation and additional costs and, ultimately, would lower the
recoveries for Holders of Allowed Claims.

A full-text copy of the Debtors' Joint Plan of Reorganization is
available for free at:

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

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

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

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEAR CORP: To Seek Confirmation of Plan in November
---------------------------------------------------
Lear Corp. and its affiliates ask the Court to approve their
Disclosure Statement accompanying their Joint Plan of
Reorganization dated August 14, 2009.

The Debtors also ask the Court approve solicitation procedures
which will apply to all of their creditors including creditors and
parties-in-interest of the Canadian Debtors.  The Debtors believe
that the Solicitation Procedures are well-designed and
specifically tailored to solicit votes to accept or reject their
Joint Plan of Reorganization effectively.

The Debtors seek the Bankruptcy Court's approval for the schedule
of events relating to confirmation of the Plan:

  Date                                   Event
  ----                                   -----
  September 14, 2009, 5:00 p.m.          Voting Record Date
  prevailing Eastern Time

  September 18, 2009, 10:00 a.m.         Disclosure Statement
  prevailing Eastern Time                Hearing

  September 25, 2009                     Solicitation Date

  October 23, 2009                       Voting Deadline

  October 23, 2009                       Confirmation Objection
                                         Deadline

  November 2, 2009                       Confirmation Hearing

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEAR CORP: Treatment of Claims Under Chapter 11 Plan
----------------------------------------------------
Under Lear Corp. and its affiliates' Joint Plan of Reorganization,
all claims against the Debtors, other than DIP Facility Claims,
Administrative Claims and Priority Tax Claims, are classified
into seven classes:

  Class   Description
  -----   -----------
  1A      Other Priority Claims Against a Group A Debtor
  1B      Other Priority Claims Against a Group B Debtor
  2A      Other Secured Claims Against a Group A Debtor
  2B      Other Secured Claims Against a Group B Debtor
  3A      Prepetition Credit Agreement Secured Claims
  3B      General Unsecured Claims
  4A      Unsecured Ongoing Operations Claims
  4B      Intercompany Interests in Group B Debtors
  5A      Other General Unsecured Claims
  6A      Convenience Claims
  7A-1    Equity Interests in Lear Corporation
  7A-2    Intercompany Interests in Group A Debtors

                 Treatment of Claims

                                         Estimated
  Class    Status      Voting Rights     Percentage Recovery
  -----    ------      -------------     ------------------
   1A      Unimpaired  Deemed to Accept      100%
   2A      Unimpaired  Deemed to Accept      100%
   3A      Impaired    Entitled to Vote     [100]%
   4A      Unimpaired  Deemed to Accept      100%
   5A      Impaired    Entitled to Vote      [43]%
   6A      Impaired    Entitled to Vote      [25]%
  7A-1     Impaired    Deemed to Reject      0.0%
  7A-2     Unimpaired  Deemed to Accept      100%

                                         Estimated
  Class    Status      Voting Rights     Percentage Recovery
  -----    ------      -------------     ------------------
   1B      Unimpaired  Deemed to Accept      100%
   2B      Unimpaired  Deemed to Accept      100%
   3B      Unimpaired  Deemed to Accept      100%
   4B      Unimpaired  Deemed to Accept      100%

Classes 1A, 2A, 4A, 7A-2, 1B, 2B, 3B, and 4B are Unimpaired under
the Plan and are, therefore, presumed to have accepted the Plan
pursuant to Section 1126(f) of the Bankruptcy Code.  Therefore,
these Classes are not entitled to vote on the Plan and the vote
of these Holders of Claims will not be solicited.

Each Holder of an Allowed Claim in each of Classes 3A, 5A and 6A
will be entitled to vote to accept or reject the Plan.

Class 7A-1 is Impaired and Holders of Class 7A-1 Interests will
receive no distributions under the Plan on account of their
Interests and are therefore, presumed to have rejected the Plan.
Therefore, Holders of Class 7A-1 Interests are not entitled to
vote on the Plan and the vote of the Holders will not be
solicited.

Allowed Administrative Claims will be paid in full in Cash: (a)
on the Effective Date or as soon as reasonably practicable
thereafter.

DIP Facility Claims will convert into the Exit Facility or be
paid off in full and in Cash.  In the event the DIP Facility
Claims convert into the Exit Facility, Reorganized Lear
Corporation will pay to the Exit Facility Agent, for the account
of each DIP Lender, a fee, at Reorganized Lear Corporation's sole
election, of either:

    (i) DIP Facility Warrants issued Pro Rata in the name of
        each DIP Lender as soon as reasonably practicable
        following the Effective Date to purchase a number of
        shares of New Common Stock with an aggregate stated
        value as of the Effective Date equal to $25 million --
        or, if less than all of the DIP Facility Claims
        convert into the Exit Facility, the Warrant Share of
        $25 million; or

   (ii) Cash on the Effective Date in an amount equal to 5% of
        the principal amount of each the DIP Lender's DIP
        Facility Claims that convert into the Exit Facility.

Allowed Priority Tax Claims will receive regular installment
payments in Cash over a period ending not later than five years
after the Petition Date of a total value, as of the Effective
Date, equal to the Allowed amount of the Claim.  The total value
will include simple interest to accrue on any outstanding balance
of the Allowed Priority Tax Claim starting on the Effective Date
at the rate of interest determined under applicable non-
bankruptcy law pursuant to Section 511 of the Bankruptcy Code.

Under the Plan, the Debtor-in-possession claim will convert into
the Exit Facility or be paid off in full and in cash.  In the
event the DIP Facility Claims convert into the Exit Facility,
Reorganized Debtors will pay to the Exit Facility Agent a fee of
either:

  (i) DIP Facility Warrants issued pro rata in the name of each
      DIP Lender as soon as reasonably practicable after the
      Effective Date to purchase a number of shares of New
      Common Stock with an aggregate stated value as of the
      Effective Date equal to $25,000,000; or

(ii) cash on the Effective Date equal to 5% of the principal
      amount of each DIP Lender's DIP Facility Claims that
      convert into the Exit Facility.

Intercompany Claims will not be eligible to receive any
distribution on account of the Claim as of the Effective Date.
Reorganized Lear Corporation may, or may cause each applicable
Debtor to, in Reorganized Lear Corporation's sole discretion,
reinstate or compromise, as the case may be, Intercompany Claims.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India, and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: U.K. Unit Had $48.8 Billion at Insolvency
----------------------------------------------------------
Dominic Gibb, former financial controller and director of
Lehman Brothers International (Europe), submitted a statement
of affairs of LBIE to its joint administrators at
PricewaterhouseCoopers LP.

According to the redacted statement of financial affairs, LBIE had
"estimated total assets available for preferential creditors"
aggregating $48.79 billion as of the date of its insolvency.  This
comprises:
                                                     Book Value
                                                    (in Millions)
                                                    -------------
A. Charged Assets
     Assets subject to fixed charge                            -
     Assets subject to floating charge                         -

B. Uncharged Assets

     Net third party receivables                       US$21,940
     Net affiliate customer receivables                    9,685
     Depot                                                15,980
     Other items - including fixed assets,
       Reconciling items and
       control account breaks                              1,186
     Contingent receivables from guarantees
       and shareholders                                        -
                                                          ------
               Total                                   US$48,790

According to Mr. Gibb, LBIE had these liabilities:

                                                     (in Millions)
                                                    -------------
     Debts to Preferential creditors                            -
     Debts secured by floating charges                          -
     Unsecured non-preferential claims                  US$32,376
     Subordinated debt                                      2,225
     Issued and called up capital                          13,373

According to the Statement of Financial Affairs the amount of
recovery by creditors from the assets are "uncertain."

In accordance with Paragraph 47(1) Schedule B1 of the Insolvency
Act 1986, the directors of an insolvent company are bound to
submit a Statement of Affairs to the insolvency office holders.
The Statement of Affairs is a statutory document setting out the
financial position of the company at the date of insolvency.

                  Redacted Statement of Affairs

In advance of the finalization of the Statement of Affairs, the
Joint Administrators obtained from the Court an order for limited
disclosure in respect of certain parts of the statement.  The
Joint Administrators were concerned that it would be prejudicial
to the conduct of the administration for the names of individual
creditors and details of LBIE's estimated liabilities to
individual creditors to be disclosed.

In particular, the Joint Administrators were concerned that (i)
disclosure of this information could result in LBIE breaching
duties of confidentiality owed to certain of its creditors; (ii)
valuing the claims with any degree of certainty was extremely
problematical and thus disclosing names of creditors and
valuations of claims could be materially misleading and could
result in claims submitted against the estate increasing,
referencing values in the statement of affairs; and (iii) the
level of sensitivity around this information would mean that its
disclosure could have a detrimental impact on what was and is
currently a cooperative and mutually beneficial relationship with
LBIE's counterparties.

As a result of this Court Order, the Statement of Affairs is
publicly available only in its limited form.  The redacted
Statement of Affairs for LBIE can be accessed for free at:
http://bankrupt.com/misc/lehmans_redacted_SOA_170809.pdf

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

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

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

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN BROTHERS: FSA Findings in Structured Products Probe Delayed
------------------------------------------------------------------
Since Lehman Brothers' collapse in September 2008, the Financial
Services Authority and Financial Ombudsman Service have been
looking at the potential detriment this has caused for investors
in the U.K. structured products market.

In May, the FSA and Ombudsman agreed that the issues relating to
Lehmans-backed structured products should be considered under the
"Wider Implications" process1., to allow the FSA to explore all
options to achieve the best outcome for consumers.

Although the FSA has completed several elements of its work, it
has asked the Ombudsman to continue to defer its consideration of
complaints by a further three months to allow the FSA to consider
the remaining aspects.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

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

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

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

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


LEHMAN RE: Court Schedules Chapter 15 Hearing on September 9
------------------------------------------------------------
On August 6, 2009, Peter C.B. Mitchell and D. Geoffrey Hunter, as
provisional liquidators of Lehman Re Ltd., filed a petition
pursuant to Chapter 15 of the U.S. Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York seeking
recognition of the winding-up of the Company commenced under the
Bermuda Companies Act 1981 before the Supreme Court of Bermuda as
a "foreign main proceeding," as defined in Section 1502(4) of the
Bankruptcy Code.

With respect to the petition, the Bankruptcy Court has scheduled a
hearing on recognition of the Bermuda Proceeding for 10:00 a.m. on
September 9, 2009 before the Honorable James M. Peck in Room 601
of the Bankruptcy Court, One Bowling Green, New York.

Copies of the petition and related documents are available to
parties in interest on the Bankruptcy Court's Electronic Case
Filing System, which can be accessed from the Bankruptcy Court's
Web site at http://www.nysb.uscourts.govor upon written request
to the petitioners' United States counsel (including by facsimile
or e-mail) addressed to:

     Cadwalder, Wickersham & Taft LLP
     One World Financial Center
     New York, NY 10281
     Fax: (212) 504-6666
     Attn: Betty Comerro
           Betty.Comerro@cwt.com

Any party in interest wishing to submit a response or objection to
the petition or the relief requested by the petitioners must do so
in accordance with the Bankrutpcy Code and the Federal Rules of
Bankruptcy Procedure, in writing and setting forth the basis
therefor, which response or objection must be filed electronically
with the Court by registered users of the Court's electronic case
filing system in accordance with General Order M-242 (a copy of
which may be view on the Court's Web site) and by all other
parties in interest on a 3.5 inch disc, preferably in Portable
Document Format (PDF), Word Perfect or any other Windows-based
word processing format.  A hard copy of any response or objection
must be sent to the Chambers of the Honorable James M. Peck,
United States Bankruptcy Judge and served upon the petitioners'
United States counsel, so as to be received no later than
4:00 p.m. on September 1, 2009.

In addition to filing a written object, all parties in interest
opposed to the petition must appear at the hearing at the time and
place set forth above.

Lehman Re Ltd. is a Bermuda -based insurance unit of Lehman
Brothers Holdings Inc.  Lehman Re's petition for liqudation was
filed with the Supreme Court of Bermuda on September 23, 2008.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

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

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

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for $2 dollars plus
the retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LOUISIANA FILM: Misses Deadline to Answer Involuntary Bankr. Suit
-----------------------------------------------------------------
The Associated Press reports that Louisiana Film Studios LLC
missed an August 13 court-ordered deadline to answer a lawsuit
seeking to put the Company into involuntary Chapter 11 bankruptcy.

According to The AP, Louisiana Film is at the center of a
$1.9 million investment dispute involving members of the New
Orleans Saints.  The report says that a group of 27 people,
including several members of the New Orleans Saints, who bought
what they thought were $1.9 million in state movie tax credits,
filed the bankruptcy petition against Louisiana Film.  Louisiana
Film and its chief, Wayne Read, never applied for the credits, the
report states, citing state officials.

The AP relates that the credits came with the promise of
$1.33 return for every dollar invested and were due to be paid on
March 31.  Mr. Read, The report states, said several times that he
will repay the buyers once he finds additional investors for the
studio.  He failed to appear last week at a hearing at which U.S.
Bankruptcy Judge Elizabeth Magner ordered appointment of an
overseer for Louisiana Film's finances, the report says.
According to the report, the Office of the U.S. Trustee
recommended Gerald Schiff, a Lafayette attorney who served as a
federal bankruptcy judge from 1992 through 2006.

Mr. Read, according to The AP, sent an e-mail to the court before
the hearing, seeking a delay as he had been unable to hire a
lawyer, but the request was denied.

Mr. Read said in a statement that he would be meeting with three
potential investor groups within a week to raise capital to pay
back the tax credit buyers and pay off other creditors, The AP
relates.  According to The AP, Mr. Read said he hoped new
investors would bring in a new management team.

Judge Magner, The AP reports, has set a hearing for August 20 to
consider whether to put Louisiana Film into Chapter 11
reorganization.  The AP relates that most of the Company's assets
have been frozen.

Harahan, Louisiana-based Louisiana Film Studios, LLC, is a movie
studio.  47 Construction, LLC, et al., filed an Chapter 11
bankruptcy petition to put the Company into Chapter 11 protection
on July 23, 2009 (Bankr. E.D. La. Case No. 09-12232).


LOU PEARLMAN: Ponzi Victims Won't Face Clawback Suits
-----------------------------------------------------
Hundreds of investors taken in by boy-band impresario Lou
Pearlman's $300 million Ponzi scheme won't be facing clawback
suits under a reported settlement with the court-appointed trustee
in Pearlman's bankruptcy case, according to Law360.

The report says that the U.S. Trustee Soneet Kapila has agreed to
let drop more than 230 suits launched earlier this year in the
U.S. Bankruptcy Court for the Middle District of Florida.

Lou Pearlman created the Backstreet Boys and 'N Sync.  He is
currently behind bars after bilking investors out of more than
$300 million.  He was forced into Chapter 11 protection in 2007 by
creditors and in 2008, he was sentenced to 25 years in prison
after pleading guilty to conspiring to commit an offense against
the U.S. and money laundering.  A federal judge ordered him to pay
a total of $310.1 million in restitution to investors and lenders.


LPL HOLDINGS: S&P Affirms B+ Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it completed its
review of its counterparty credit ratings on eight independent
U.S. brokerage firms.  As a result of this review, S&P placed the
ratings on E*TRADE Financial Corp. and its subsidiary, E*TRADE
Bank, on CreditWatch with positive implications and affirmed the
ratings on the other seven companies.

The CreditWatch action on E*TRADE was based on the application of
S&P's criteria for distressed exchange offerings and a review of
the company's financial position, which has faced unique
challenges from asset quality problems at its banking unit.

"The CreditWatch listing reflects S&P's belief that the debt
exchange no longer meets S&P's criteria for a distressed exchange
offering, because the value to the investors is unlikely to be
less than what it promised on the original securities," said
Standard & Poor's credit analyst Charles D. Rauch.

"We based S&P's affirmation of ratings on the other brokers on
S&P's review of the impact of industrywide developments such as
market conditions and, in the case of the retail firms, investor
participation," said Standard & Poor's credit analyst Robert B.
Hoban.  "We also assessed company-specific measures such as
liquidity and capitalization, and near-term debt service
capacity."

The ongoing downturn has pressured these companies.  Nonetheless,
so far, they have mostly fared considerably better than large
banks and universal bank brokerage peers, despite their inherently
less diversified business profiles and generally less substantial
resources.  Primary advantages are lower credit and market risk
exposures, flexible cost bases, and less-capital-intensive
businesses.

S&P believes the brokerage industry's near-term prospects will
remain less than ideal as long as the broader economy remains
depressed.  However, S&P also sees those brokers that are not
facing specific structural issues as largely well positioned to
keep enduring these less-than-optimal operating conditions.  Most
of the companies covered in this review are maintaining defensive
financial profiles, with reduced leverage and/or higher degrees of
liquidity, which should provide some cushion if operating
conditions turn sour again.

Regardless of future operating conditions, S&P believes the
survivors will benefit from the culling of U.S. brokerage firms
over the past year and a half.  In particular, the independent
retail brokers have taken advantage of disarray at the warehouse
firms to poach financial advisers from them.

                           Ratings List

                         Ratings Affirmed

                     BNY ConvergEx Group LLC

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated
              Local Currency             B-
               Recovery Rating           6

                       Charles Schwab Corp.

             Counterparty Credit Rating  A/Stable/A-1
             Senior Unsecured            A
             Commercial Paper            A-1

                    Charles Schwab & Co.  Inc.

             Counterparty Credit Rating  A+/Stable/--

                      Schwab Capital Trust I

                Preferred Stock             BBB+

                             IBG LLC

            Counterparty Credit Rating  BBB+/Stable/--

                       Jefferies Group Inc.

           Counterparty Credit Rating  BBB/Negative/--
           Senior Unsecured            BBB
           Preferred Stock             BB+

                        LPL Holdings, Inc.

             Counterparty Credit Rating  B+/Stable/--
             Senior Secured              B+
             Subordinated                B-

                   Raymond James Financial, Inc.

           Counterparty Credit Rating  BBB/Negative/A-2
           Senior Unsecured            BBB

                    TD AMERITRADE Holding Corp.

                    Counterparty Credit Rating

            Local Currency             BBB+/Stable/--
           Senior Secured              BBB+

                   Ratings Placed On CreditWatch

                      E*TRADE Financial Corp.

                               To                From
                               --                ----
   Counterparty Credit Rating  CC/Watch Pos/--   CC/Negative/--
   Senior Unsecured            CC/Watch Pos      CC
   Senior Unsecured            CCC-/Watch Pos    CCC

                           E*TRADE Bank

                               To                From
                               --                ----
   Counterparty Credit Rating  CCC+/Watch Pos/C  CCC+/Negative/C
   Certificate Of Deposit
    Local Currency             CCC+/Watch Pos/C  CCC+/C


MMC ENERGY: To Present Financials on Liquidation Basis
------------------------------------------------------
MMC Energy, Inc., in consultation with its auditors RBSM, LLP,
concluded that based on recent events, facts and circumstances
that it would be appropriate to adopt a liquidation basis of
accounting rather than the going-concern basis GAAP accounting
used in the Company's previously reported financial statements.

To ensure that its financials are presented in conformity with
liquidation accounting principles, the Company will require
additional time to prepare the proper financial statement
presentation and disclosures related to liquidation basis
accounting.  The change in accounting standards will only affect
the Company's financials on a going-forward basis.  None of the
Company's previously reported financial statements will require
updates or changes of any kind.

The Company expects to file its Form 10-Q for the fiscal quarter
ended June 30, 2009 by August 19, 2009.

MMC Energy, Inc. is an energy management company that acquires and
actively manages electricity generating and energy infrastructure
related assets in the United States. The Company had three
electricity generation assets in California. Its natural gas
fueled electricity generating facilities are commonly referred to
as peaker plants. The Company generates revenue form providing
capacity and ancillary reliability services to transmission grid
that distributes electricity to industrial and retail electricity
providers.

As of March 31, 2009, MMC Energy had $44,580,375 in assets against
debts of $ 10,419,424.


NEW JERSEY HEALTHCARE: S&P Withdraws BB+ Rating on $11.94MM Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' long-term
rating on the $11.94 million series 1997A bonds issued by New
Jersey Health Care Facilities Financing Authority for Christian
Healthcare Center at the issuer's request.  The series 1997A bonds
were redeemed in full on March 23, 2009, and are no longer
outstanding.


NII CAPITAL: S&P Affirms 'BB-' Rating on Senior Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'BB-'
issued-level rating on NII Capital Corp.'s senior unsecured notes
due 2016, upsized to $800 million from $500 million.  The '2'
recovery rating on the notes indicates expectations for
substantial (70%-90%) recovery in the event of payment default.
NII Capital Corp. is a subsidiary of Reston, Va.-based wireless
carrier NII Holdings Inc.

Although numerically, S&P's analysis indicates recovery in the
90%-100% range, S&P has capped the recovery rating at '2' based on
its assessment of the "creditor-friendliness" of the insolvency
regimes for countries in which the company conducts its
operations.

The notes are being issued under rule 144A with registration
rights and proceeds will be used for general corporate purposes,
including the funding of expansion projects in Latin America and
potential spectrum acquisitions.

At the same time, S&P affirmed the 'B+' corporate credit rating on
parent NII Holdings, given that the increase in pro forma leverage
is modest, to 2.9x from 2.7x.  The outlook is stable.  S&P also
affirmed the 'B+' issue-level rating on NII Holdings' existing
$1.2 billion senior unsecured convertible notes due 2012 and the
$350 million senior unsecured convertible notes due 2025.  The
recovery rating is unchanged at '4', which indicates expectations
for average (30%-50%) recovery in the event of payment default.
S&P expects total debt outstanding to be about $3.0 billion.

"The ratings reflect competitive wireless industry conditions, and
exposure to sovereign, regulatory, and foreign exchange risks,
which could hurt financial performance," said Standard & Poor's
credit analyst Allyn Arden.  They also reflect technology risk
associated with the company's dependence on Motorola Inc.'s
(BB+/Stable/--) unique integrated digital enhanced network (iDEN)
as well as expectations for negative net free cash flow over the
next year because of aggressive expansion plans.  Tempering
factors include NII's niche business focused on high average
revenue per user and low-churn corporate customers, some
geographic diversity, adequate liquidity, and moderate leverage
for the rating.


NOVASTAR FINANCIAL: Posts $48.5 Million Net Loss for June 30 Qtr
----------------------------------------------------------------
NovaStar Financial Inc. reported a net loss of $48,509,000 for the
three months ended June 30, 2009, from a net loss of $197,184,000
for the same period in 2008.  NovaStar reported a net loss of
$140,207,000 for the six months ended June 30, 2009, from a net
loss of $479,854,000 for the same period in 2008.

As of June 30, 2009, the Company had $1,692,668,000 in total
assets and $2,716,462,000 in total liabilities.

As of June 30, 2009, the Company's total liabilities exceeded its
total assets under GAAP, resulting in a shareholders' deficit.
NovaStar said its losses, negative cash flows, shareholders'
deficit, and lack of significant operations raise substantial
doubt about the Company's ability to continue as a going concern
and, therefore, may not realize its assets and discharge its
liabilities in the normal course of business.  There is no
assurance that cash flows will be sufficient to meet the Company's
obligations.

As of August 14, 2009, the Company had approximately $21.1 million
in available cash on hand (including restricted cash of $6.4
million).  In addition to the Company's operating expenses, the
Company has quarterly interest payments due on its trust preferred
securities and intends to make payments in legal/lease obligations
related to its discontinued lending and servicing operations. The
Company's current projections indicate sufficient available cash
and cash flows from its mortgage securities to meet these payment
needs.  However, the cash flow from the Company's mortgage
securities is volatile and uncertain in nature, and the amounts
the Company receives could vary materially from its projections.
Therefore, no assurances can be given that the Company will be
able to meet its cash flow needs, in which case it may seek
protection under applicable bankruptcy laws.

Cash flows from mortgage loans -- held-in-portfolio are used to
repay the asset-backed bonds secured by mortgage loans and are not
available to pay the Company's other debts, the asset-backed bonds
are obligations of the securitization trusts and will be repaid
using collections of the securitized assets.  The trusts have no
recourse to the Company's other, unsecuritized assets.

The Company will continue to focus on minimizing losses,
preserving liquidity, and exploring operating company
opportunities.  The Company's residual and subordinated mortgage
securities are a significant source of cash flows.  Based on
current projections, the cash flows from the mortgage securities
will decrease in the next several months as the underlying
mortgage loans are repaid, and could be significantly less than
the current projections if losses on the underlying mortgage loans
exceed the current assumptions.  The Company also has significant
obligations with respect to junior subordinated notes relating to
the trust preferred securities.  As of April 2009, the Company
restructured its obligations under the junior subordinated notes
relating to trust preferred securities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4213

NovaStar Financial, Inc. and its subsidiaries hold certain
nonconforming residential mortgage securities.  Prior to changes
in its business in 2007, the Company originated, purchased,
securitized, sold, invested in and serviced residential
nonconforming mortgage loans and mortgage backed securities.  The
Company retained, through its mortgage securities investment
portfolio, significant interests in the nonconforming loans it
originated and purchased, and through its servicing platform,
serviced all of the loans in which it retained interests.

Effective August 1, 2008, the Company acquired a 75% interest in
StreetLinks National Appraisal Services, LLC, a residential
mortgage appraisal company, for an initial cash purchase price of
$750,000 plus future payments contingent upon StreetLinks reaching
certain earnings targets.  Simultaneously with the acquisition,
the Company transferred ownership of 5% of StreetLinks to the
Chief Executive Officer of StreetLinks.

On April 26, 2009, the Company acquired a 70% interest in Advent
Financial Services, LLC, a start up operation which will provide
access to tailored banking accounts, small dollar banking products
and related services to meet the needs of low and moderate income
level individuals, for an initial cash contribution into Advent of
$2 million.  Management is continuing to evaluate opportunities to
invest excess cash as it is available.


NPC INTERNATIONAL: Decline in Sales Won't Affect S&P's 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that NPC International
Inc.'s (B/Stable/--) announcement that its comparable-stores sales
declined 12.6% in the second quarter (ended June 30, 2009), has no
immediate impact on the ratings or outlook.

Profitability actually improved in the quarter as a result of
incremental operating income from restaurants acquired from Pizza
Hut International Inc. last year.  NPC also reduced debt by
$15.1 million, which means that pro forma operating lease adjusted
debt to EBITDA is approximately 5.3x, and is still appropriate for
the rating category.  The company also disclosed that its
consolidated leverage ratio (as defined by its credit agreement)
was 3.83x, which gives the company adequate cushion over the
maximum leverage ratio covenant of 5.25x.  This cushion and NPC's
cash-flow-generating ability provide adequate liquidity.


NYC OFF-TRACK BETTING: Faces Insolvency, State Comptroller Says
---------------------------------------------------------------
The New York City Off-Track Betting Corporation (NYC OTB) is
facing financial insolvency if current financial trends continue,
according to an audit released August 14 by New York State
Comptroller Thomas P. DiNapoli.  The NYC OTB's operating expenses
and accumulated losses have increased steadily in the last four
years, resulting in an operating deficit of approximately $38
million. In total, the organization has an outstanding deficit of
more than $228 million.  Mr. DiNapoli's audit also recommended
significant management changes.

"New York City OTB is on very shaky financial ground,"
Mr. DiNapoli said.  "Even if cost-savings measures are
implemented, it's unlikely that it will remain financially solvent
for long.  This is a serious problem that needs in-depth
examination.  If the goal is to keep OTB viable, serious
consideration must be given to changing the mandated state
formulas and restructuring operations to coordinate different
aspects of the racing industry.

"The off-track betting industry in New York has taken a beating in
the last few years.  It's not the cash cow it used to be.  The
future of the industry is seriously in question, and there are
jobs at risk and economic development opportunities being missed.
NYC OTB provides millions of dollars in revenues to the horse
racing industry, which in turn provides employment for thousands
of New Yorkers.  The industry is too important to fail. Something
has to be done.  Inaction will mean insolvency."

NYC OTB is a public benefit corporation created in 1970 to
generate revenue through pari-mutuel betting for New York City,
the horse racing industry and the state.  NYC OTB has 68 betting
locations and accepts wagers over the phone and Internet.  As of
September 1, 2008, it had a total of 1,366 employees.  There are
six regional off-track betting corporations in the state.

In recent years, NYC OTB has been unable to cover all of its
operating expenses without using surplus funds and delaying some
statutory payments.  Since 2004, its outside CPA firm has
questioned its ability to keep operating.  NYC OTB had planned to
close in June 2008, but instead the state took it over on June 17,
2008.

The audit, which began after the state took over operations,
examined the financial condition of NYC OTB from July 1, 2004
through October 24, 2008.  Auditors reviewed current financial
statements and actions taken by NYC OTB to reduce operating costs,
as well as identified additional opportunities for possible cost
reductions.

The review of the NYC OTB's finances found:

    * Financial condition deteriorated: From fiscal years 2004-05
      to 2007-08, NYC OTB collected about $1 billion a year in
      wagers, but accumulated growing operating deficits, totaling
      about $38 million.  In fiscal year ended June 30, 2008, NYC
      OTB took in a total of $998.2 million in wagers.  The
      winning bettors received approximately $760.9 million, and
      statutory distributions, totaling $128.6 million, were made
      to the horse racing industry ($93.2 million), New York City
      and local governments ($20.2 million) and New York State
      ($15.2 million).  NYC OTB was left with $116.1 million to
      cover its operating expenses, which were $133.9 million,
      leaving it with an operating deficit for the year of
      $17.8 million.

    * Distribution formula changes not enough: The NYC OTB's
      statutory distributions are a significant financial outlay.
      By far the most significant of these distributions are to
      the horse racing industry.  Over a four-year period,
      distributions to the industry totaled $386 million and
      accounted for more than 72% of the NYC OTB's total
      $533.5 million in statutory distributions.  Legislative
      changes in June 2008 to allow the NYC OTB to retain more of
      its revenue have not had a significant impact on the
      organization because wagers are down and are expected to
      remain down due to economic conditions.

    * No comprehensive assessment of operating expenses: While
      management has taken action to address operating deficits,
      it has not performed a detailed assessment of its operations
      or developed a plan for achieving cost reductions by
      specific dates.

To achieve potential cost savings, Mr. DiNapoli recommends that
NYC OTB:

   -- Conduct a formal evaluation of executive, management and
      branch staffing.

   -- Examine the wide variations in operation expenses for branch
      offices.  For instance, when comparing operating expenses as
      a percentage of handle, some offices have operating expenses
      of 6% while others are as high as 27 percent.

   -- Review consultant contracts to determine if they can be
      reduced or eliminated.  Auditors examined three of the
      largest consultant contracts and found no written
      justification for the contracts, none had been selected
      through a competitive process and no evaluation was done as
      to whether these services could be performed in-house.

    * Determine if the organization needs 87 vehicles, including
      the 22 vehicles assigned to executive and management staff.
      Auditors were unable to find any written justification
      governing the assignment of vehicles.  In addition, vehicle
      logs were not properly maintained and did not include
      information on who was going where and for what purpose.
      Each vehicle costs about $6,700 a year to maintain.

In its response to the audit, the OTB said it was re-examining all
aspects of operations to identify cost saving opportunities.
However, OTB officials said more significant actions such as
changing the mandatory distribution system and aligning the
business interests of the state's various racing institutions were
necessary to stave off ultimate insolvency.


OPUS WEST: Files Schedules of Assets & Liabilities
--------------------------------------------------
A.    Real Property                            $19,347,473

B.    Personal Property
B.1   Cash on hand
       Petty cash - Phoenix                            200
B.2   Financial accounts
       Bank of America
         Checking #5885 & 1821                      26,193
         Agency checking #5919                     220,998
       Private bank checking                        22,530
       Wilmington Trust Checking                 3,256,809
       Wilmington Trust Agency Checking             36,540
       BofA Payroll Account                          7,236
       Private Bank Payroll Account                  2,733
       BofA Money Market                               389
B.3   Security deposits
       US Airways suite deposit                     19,792
       Dallas office                                 4,266
       Houston office                                4,451
       Regus HQ office                               3,830
B.4   Household goods                                    -
B.5   Books & art objects                                -
B.6   Wearing apparel                                    -
B.7   Furs and jewelry                                   -
B.8   Firearms                                           -
B.9   Interests in insurance
       Prepaid property insurance                    8,142
       Prepaid workers comp. insurance             230,924
       Prepaid medical & vision                     54,000
       Life insurance (CSV)                         36,420
B.10  Annuities                                          -
B.11  Interests in an education IRA                      -
B.12  Interests in IRA, ERISA, and Keogh                 -
B.13  Stocks and Interests                     211,183,219
       See http://bankrupt.com/misc/OWCB13.pdf
B.14  Joint Ventures                                     -
B.15  Govt. & Corporate Bonds                            -
B.16  Accounts Receivable
       Accounts receivable, net                  3,205,732
       Notes receivable - McDowell Village       2,170,719
       Accounts receivable - due from PPSL       4,200,000
       Phoenix LLC
B.17  Alimony                                            -
B.18  Other Liquidated Debts                             -
B.19  Equitable or Future Interests                      -
B.20  Interests in Estate of a Decedent                  -
B.21  Other Contingent Claims                            -
B.22  Intellectual Property                              -
B.23  Licenses & Other Intangibles                       -
B.24  Customer Lists                                     -
B.25  Automobiles & Trucks                               -
B.26  Boats, motors, & accessories                       -
B.27  Aircraft                                           -
B.28  Office Equipment
       Computer equipment                           17,250
       Office furniture                             36,875
       Leasehold improvements                      151,394
B.29  Machinery                                          -
B.30  Inventory                                          -
B.31  Animals                                            -
B.32  Crops                                              -
B.33  Farming Equipment                                  -
B.34  Farm Supplies                                      -
B.35  Other Personal Property
       Camarillo operating deposit                  20,000
       Prepaid property mgt. fees                   85,682

     TOTAL SCHEDULED ASSETS                   $244,353,797
     =====================================================

C.    Property Claimed as Exempt             Not applicable

D.    Secured Claims                           $17,944,562
     See http://bankrupt.com/misc/OWCD.pdf

E.    Unsecured Priority Claims                  1,251,193
     See http://bankrupt.com/misc/OWCE.pdf

F.    Unsecured Non-priority Claims          1,098,341,815
     See http://bankrupt.com/misc/OWCF.pdf


     TOTAL SCHEDULED LIABILITIES            $1,117,537,570
     =====================================================

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Files Statement of Financial Affairs
-----------------------------------------------
John Greer, the authorized representative of Opus West
Corporation, relates that the Company earned income from the
operation of its business within two years prior to the Petition
Date:

    Period                                   Amount
    ------                                ------------
    Jan. 1 to June 30, 2009               $108,962,314
    Year 2008                              412,338,159

With regard to debts which are not primary consumer debts, Opus
West Corp. paid an aggregate of $16,810,176 to various creditors
within 90 days before it filed for bankruptcy protection.  A list
of the payments is available for free at:

              http://bankrupt.com/misc/OWC3b.pdf

Within one year immediately preceding the Petition Date, the
Company paid an aggregate of $4,969,497 for the benefit of
creditors who are or were insiders.  A list of the Insider
Payments is available for free at:

              http://bankrupt.com/misc/OWC3c.pdf

Mr. Greer tells the Court that the Debtor was a party to 11
lawsuits, all of which are pending in the Superior Court of
California, County of San Diego and County of San Bernardino, and
the District Court in Harris County, Texas.  A list of the
lawsuits is available for free at:

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

Within one year before the Petition Date, the Company gave an
aggregate of $472,107 to various charitable institutions,
including the American Cancer Society, the American Heart
Association, and the Boy Scouts of America.  It also gave gifts,
totaling $31,110, to various individuals.  A list of the
contributions and gifts is available for free at:

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

Opus West Corp. also disbursed an aggregate of $2,480,120 to
certain professionals, with respect to consultation concerning
debt consolidation, relief under the bankruptcy law or
preparation of a petition within one year before the Petition
Date:

Professional                    Date               Amount
------------                  --------            -------
BMC Group, Inc.               07/02/09            $50,000

Chatham                       06/17/09            300,000

Franklin Skierski             07/02/09            200,000
Lovall Hayward LLP

Greenberg Traurig LLP         07/03/09            938,407
                               06/05/09            146,847
                               05/28/09            219,865
                               04/21/09            250,000

Phoenix Capital Partners      07/02/09            275,000

Pronske & Patel PC            07/02/09            100,000

Other than transfers made in the ordinary course of business,
Opus West Corp. also made other transfers, aggregating $32,442,
to various entities and individuals, a list of which is available
for free at http://bankrupt.com/misc/OWCOtherTransfers.pdf

Within one year preceding the Petition Date, the Company closed
certain accounts in Bank of America, JP Morgan Chase, and Wells
Fargo.  A list of the Closed Accounts is available for free at:

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

Within two years immediately preceding the Petition Date, the
Company's books and records were held by these individuals:

  Name                       Period
  ----                       ------
  Claire Janssen             Apr. 2005 to present
  Vickie Sixta               May 1995 to present
  Tammy Hall                 Dec. 2006 to present
  Abbey Price                Aug. 2005 to Feb. 2009
  Gabor Veres                Jan. 2006 to present
  Elaine Deines              May 2006 to June 2009
  John Gamble                May 2006 to June 2009
  Amy Rees                   Jul. 2008 to present
  Mike Hake                  May 2006 to July 2008

Within the two years immediately preceding the Petition Date,
Opus West Corp.'s books were audited by KPMG LLP.

Opus West Corp.'s current officers are:

  Name                       Title
  ----                       -----
  Joel Despain               Vice president, real estate
  Ran Holman                 Vice president, real estate dvlpmt.
  Claire C. Janssen          Chief financial officer
  Jeff Roberts               Vice president, real estate dvlpmt.
  Vickie M. Sixta            Secretary
  Timothy J. Smith           Tax officer
  Gregory A. Wattson         Vice president of retail dvlpmt.

The Company terminated 18 officers and directors within the one
year period immediately preceding the Petition Date.  A list of
terminated officers is available for free at:

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

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Opus West LP Files Schedules of Assets & Debts
---------------------------------------------------------
A.    Real Property                             $67,711,715

B.    Personal Property
B.1   Cash on hand                                        -
B.2   Financial accounts                                  0
B.3   Security deposits
       Two Addison water deposit                      1,250
B.4   Household goods                                     -
B.5   Books & art objects                                 -
B.6   Wearing apparel                                     -
B.7   Furs and jewelry                                    -
B.8   Firearms                                            -
B.9   Interests in insurance
       Prepaid property insurance                     9,247
B.10  Annuities                                           -
B.11  Interests in an education IRA                       -
B.12  Interests in IRA, ERISA, and Keogh                  -
B.13  Stocks and Interests                       45,267,883
B.14  Joint Ventures                                      -
B.15  Govt. & Corporate Bonds                             -
B.16  Accounts Receivable                           231,288
B.17  Alimony                                             -
B.18  Other Liquidated Debts                              -
B.19  Equitable or Future Interests                       -
B.20  Interests in Estate of a Decedent                   -
B.21  Other Contingent Claims                             -
B.22  Intellectual Property                               -
B.23  Licenses & Other Intangibles                        -
B.24  Customer Lists                                      -
B.25  Automobiles & Trucks                           12,565
B.26  Boats, motors, & accessories                        -
B.27  Aircraft                                            -
B.28  Office Equipment                                    -
B.29  Machinery                                           -
B.30  Inventory                                           -
B.31  Animals                                             -
B.32  Crops                                               -
B.33  Farming Equipment                                   -
B.34  Farm Supplies                                       -
B.35  Other Personal Property                            47

     TOTAL SCHEDULED ASSETS                    $113,233,995
     ======================================================

C.    Property Claimed as Exempt             Not applicable

D.    Secured Claims                             72,306,788
     See http://bankrupt.com/misc/OWLPSkeD.pdf

E.    Unsecured Priority Claims                           0

F.    Unsecured Non-priority Claims              47,054,359
     See http://bankrupt.com/misc/OWLPSkeE.pdf

     TOTAL SCHEDULED LIABILITIES               $119,361,147
     ======================================================

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Opus West LP Files Statement of Financial Affairs
------------------------------------------------------------
John Greer, authorized representative of Opus West L.P., relates
that the Company earned income from the operation of its business
within two years prior to the Petition Date:

     Period                                    Amount
     ------                                    ------
     Jan. 1 to Jun. 30, 2009                 $1,719,037
     Year 2008                               22,102,621

With regard to debts which are not primary consumer debts, OWLP
paid $5,314,802 to various creditors within 90 days before it
filed for bankruptcy protection.  A list of the payments is
available for free at http://bankrupt.com/misc/OWLP3b.pdf

Mr. Greer tells the Court that the Company was a party to eight
lawsuits, all of which are pending in various district courts in
Texas.  A list of the lawsuits is available for free at:

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

Within one year immediately preceding the Petition Date, OWLP
placed 17 acres of land in Harris County, Texas, known as "Energy
Crossing" in the hands of a custodian, Ray Mackey.

Other than transfers made in the ordinary course of business,
OWLP also transferred two properties to two special purpose
entities, which are 100% owned by the Company:

  Property                 Transferee
  --------                 ----------
  Two Addison Circle       OWP Addison Office LLC
  Fort Bend Crossing       OWP Fort Bend Retail LLC

Within two years immediately preceding the Petition Date, OWLP's
books and records were held by these individuals:

  Name                       Period
  ----                       ------
  Claire Janssen             Apr. 2005 to present
  Vickie Sixta               May 1995 to present
  Tammy Hall                 Dec. 2006 to present
  Abbey Price                Aug. 2005 to Feb. 2009
  Gabor Veres                Jan. 2006 to present
  Elaine Deines              May 2006 to June 2009
  John Gamble                May 2006 to June 2009
  Amy Rees                   Jul. 2008 to present
  Mike Hake                  May 2006 to July 2008

Within the two years immediately preceding the Petition Date,
OWLP's books were audited by KPMG LLP.

OWLP is owned by Opus West Corporation, which has a 1% interest,
and Opus West Partners, Inc., which has a 99% ownership interest.

OWLP's current officers are:

  Name                       Title
  ----                       -----
  Joel Despain               Vice president, real estate
  Ran Holman                 Vice president, real estate dvlpmt.
  Claire C. Janssen          Chief financial officer
  Jeff Roberts               Vice president, real estate dvlpmt.
  Vickie M. Sixta            Secretary
  Timothy J. Smith           Tax officer
  Gregory A. Wattson         Vice president of retail dvlpmt.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


PARMALAT SPA: Four Deutsche Bank Execs to Stand at Italy Trial
--------------------------------------------------------------
Judge Maria Cristina Sarli of Parma, Italy, ruled on June 8, 2009,
that four executives of Deutsche Bank must stand trial for
allegedly contributing to the 2003 collapse of Parmalat S.p.A.,
Dow Jones Newswires reported.  The trial is set to commence
September 28, 2009.

The four executives are Carlo Arosio, Giorgio Di Domenico, Marco
Pracca and Tommaso Zibordi.  Another Deutsche Bank executive,
Guido Williams, has been acquitted, according to Dow Jones.

As widely reported, Parmalat collapsed at the weight of its
billions of debt in 2003 allegedly due to fraud perpetrated by its
management.  Parmalat's founder and former chief executive
officer, Calisto Tanzi, has been sentenced to 10 years in prison
for securities-laws violations leading to Parmalat's collapse.

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: Judge Drain Extends U.S. Injunction Until Sept. 23
----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York has adjourned until September 23, 2009, at
10:00 a.m., the hearing to consider the Preliminary Injunction
request of Gordon I. MacRae and James Cleaver, as Joint Official
Liquidators of Parmalat Capital Finance Limited, Dairy Holdings
Limited, and Food Holdings Limited; and Parmalat Finanziaria
S.p.A., and its affiliates and subsidiaries, under the direction
of Dr. Enrico Bondi, Extraordinary Administrator of the Parmalat
companies, provided that, if no objection is received by
September 9, the consideration will be on the papers and without a
hearing unless the Court otherwise advises the parties.

The Order will be without prejudice to Parmalat's right to object
for preliminary injunctive relief.  Each of the Petitioners and
Parmalat reserves all rights and arguments with respect to the
proceedings under Section 304 of the Bankruptcy Code.

Nothing contained in the Order will be construed as Parmalat's
implicit or explicit agreement with any of the positions or
actions taken by the Liquidators in commencing the ancillary
proceedings, in the United States or in the Cayman Islands.

Judge Drain has also extended Parmalat's time to answer the
petition commencing the ancillary proceedings until October 23,
2009, unless otherwise ordered by the Bankruptcy Court.  He also
ruled that the Temporary Restraining Order will remain in effect
pursuant to the Order until September 23, 2009.

Should the Petitioners in one or more of the ancillary proceedings
seek a preliminary injunction on the September 23 Return Date,
Judge Drain directed them to file and serve notice of motion of
those intentions by August 17, with the notice attaching a
proposed form of order, a memorandum of law and appropriate
documents in support of the request.

Exhibit and witness lists related to any Preliminary Injunction
Hearing will be served and filed by September 14, 2009.

A full-text copy of the 28th TRO is available for free at:

         http://bankrupt.com/misc/Parmalat_28thTRO.pdf

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: Multidistrict Litigation to Commence Oct. 13
----------------------------------------------------------
Judge Lewis A. Kaplan of the U.S. District Court for the Southern
District of New York scheduled a trial with respect to the
multidistrict litigation on October 13, 2009.  The trial of the
Dairy Holdings Limited and Food Holdings Limited case, which
parties waived trial by jury, will commence on September 14.

Judge Kaplan also issued a pretrial order, which adopted the
statements, directions and agreements that the MDL parties have
conferred and agreed upon them and with the Court pursuant to Rule
16 of the Federal Rules of Civil Procedure.  The Pretrial Order
also contains the parties' contentions, and a joint statement of
issues to be tried.  A full-text copy of the pre-trial order is
available for free at:

  http://bankrupt.com/misc/ParmaMDL_PreTrialOrder_062509.pdf

In response to the Scheduling Order, James L. Bernard, Esq., at
Stroock & Stroock & Lavan, LLP, in New York, counsel to Grant
Thornton, wrote to Judge Kaplan informing the Court that his firm
will accept service, on behalf of Grant Thornton International
Ltd., of any amendments to MDL Plaintiffs' complaints, reserving
all objections and defenses.

Under then Scheduling Order, Lead Plaintiffs Hermes Focus Asset
Management Europe Limited, Capital & Finance Asset Management,
Solotrat, Societe Moderne des Terrassements Parisiens and
Cattolica Partecipazioni S.p.A., and Defendants Grant Thornton
LLP, Grant Thornton International Ltd, Grant Thornton
International separately filed with the Court proposed jury
instructions.

Full-text copies of the Jury Instructions are available for free
at:

http://bankrupt.com/misc/Parma_JuryInstructions_Defendants.pdf
http://bankrupt.com/misc/Parma_JuryInstructions_Plaintiffs.pdf

                  Dr. Bondi Amends Complaint

Dr. Bondi amends his September 30, 2005 First Amended Complaint to
add allegations with respect to, and to bring causes of action
against, Grant Thornton International Ltd.  His original complaint
was filed against Grant Thornton International in Illinois for the
alleged fraud and malpractice of Grant Thornton, one of Parmalat's
former auditors.

John B. Quinn, Esq., at Quinn Emmanuel Urquhart Oliver & Hedges,
LLP, in New York, asserts for Dr. Bondi that GTI Ltd. purposely
availed itself of the laws of Illinois by becoming a successor-in-
interest to GTI, accepting the vast majority of GTI's assets and
personnel pursuant to a Asset Purchase Agreement with the intent
of continuing GTI's business, and by engaging in the fraudulent
transfer.  Mr. Quinn alleges that GTI Ltd. is a mere continuation
of GTI, and is vicariously, jointly and severally liable for GTI's
obligations, including Dr. Bondi's claims.

Accordingly, Dr. Bondi asks the Court for an order granting all of
the relief against GTI Ltd. requested in his First Amended
Complaint against GTI, and that the Court grant these additional
requests against GTI and GTI Ltd.:

  -- an order avoiding the transfer of the Assets from GTI to
     GTI Ltd.;

  -- an order attaching the Assets transferred from GTI to
     GTI Ltd.;

  -- an order enjoining GTI and GTI Ltd. from further
     disposition of the Assets, and from disposition of any
     other assets within their possession;

  -- an order appointing a receiver to take charge of the
     Assets, and of all other assets within GTI Ltd.'s
     possession or control;

  -- judgment in the amount of the Assets; and

  -- an order granting attorneys' fees and costs incurred in the
     pursuit of relief against GTI Ltd. and the Assets.

              Grant Thornton Seeks to Dismiss Claims

Grant Thornton International Ltd. filed under seal a motion to
dismiss with prejudice the supplement and amendment to the third
amended consolidated class action complaint, amendment to Dr.
Enrico Bondi's first amended complaint adding allegations relating
to GTI Ltd., and Parmalat Capital Finance Limited's first
amendment to complaint.  The request's accompanying memorandum of
law, declaration of James L. Bernard, Esq., and the exhibits are
also filed under seal.

Dr. Bondi, is the Extraordinary Commissioner for Parmalat
Finanziaria S.p.A., Parmalat S.p.A., and other affiliated
entities.

In other filings, several parties have submitted with the Court
sealed documents, which are placed in vault.  No other information
has been disclosed regarding the numerous Sealed Documents.

          GTI & BofA Seek to Exclude 5 Testimonies

Grant Thornton International, Grant Thornton LLP, and Bank of
America Corporation, jointly ask the Court to exclude the
"fundamentally unreliable" testimonies of Stefania Chiaruttini,
Oliver Galea, Roberto Megna, and Franco Lagro regarding the
reports and the topics on which the Italian Witnesses were
designated in Dr. Bondi's "Supplemental Expert Witness
Designations" of May 21, 2007 and Class Plaintiffs' "Amended
Disclosure of Expert Witnesses" of May 21, 2007, and letter from
James L. Sabella of May 24, 2007.  The Italian Witnesses are
forensic accounting experts.

In a redacted memorandum, Mr. Bernard contends that the Court has
already excluded from evidence the reports the Italian Witnesses
prepared for use in Parmalat's Italian proceedings -- the sole
basis for and subject of their proposed testimony in the MDL
proceedings because those reports were not the result of reliable
investigations.  He argues that the Italian Witnesses have done
nothing to address the fatal failings the Court identified, and
therefore, their testimony must be excluded under Rules 702 and
703 of the Federal Rules of Evidence.

Mr. Bernard also asserts that Dr. Bondi and the Plaintiffs persist
in violating both the Court's order and Rule 26(a)(2) of the
Federal Rules of Civil Procedure by refusing to disclose the
documents that the Italian Witnesses considered, thereby
preventing the Defendants from challenging their opinions.  He
adds that the Italian witnesses' testimony cannot be introduced at
the MDL class trial because the Plaintiffs intend to introduce the
witnesses' testimonies solely by deposition, ignoring repeated
warnings from the Court and clear caselaw.

Robert D. Keeling, Ernesto Gregorio Valenti and Mr. Bernard submit
separate declarations in support of the request to exclude.

In another redacted memorandum in further support of the request,
Mr. Bernard contends that the Court has already ruled that the
Italian Witnesses' investigations and conclusions are unreliable.
Despite the Plaintiffs' argument that despite the rulings the
witnesses' testimony should nevertheless be permitted under Rule
707, he points out that an expert cannot conduct an unreliable
investigation and reach unreliable conclusions, and yet satisfy
Rule 702 by delivering reliable, admissible testimony about those
conclusions.

Grant Thornton, in another sealed request, asks the Court to
exclude the expert testimony of Scott D. Hakala.  Mr. Bernard
argues that Mr. Hakala's opinions related to Parmalat's financial
condition, loss causation, and damages were never intended for,
and are not suitable for, a trial on the merits.

"[Mr.] Hakala has repeatedly been criticized for the very same
tactics he has used here, and his opinions, which routinely offer
bold conclusions not tied to the facts of the case, have been
rejected by courts across the country," Mr. Bernard alleges.
"This Court should do the same," he continues.

Grant Thorn submits a redacted memorandum, and Mr. Bernard submits
a redacted declaration, in further support of the request to
exclude Mr. Hakala's testimony.

          GTI and BofA's Motion for Summary Judgment

Pursuant to Rule 56(b) of the Federal Rules of Civil Procedure and
upon the accompanying sealed memorandum of law and other
statements, defendants Grant Thornton International, Grant
Thornton LLP and Bank of America Corporation, et al., notifies the
Court and parties-in-interest that they will ask Judge Kaplan, on
a date to be determined by the Court, for an order granting
summary judgment and dismissing with prejudice, pursuant to the in
pari delicto defense, all claims asserted against Grant Thornton
and BofA by Dr. Bondi and Parmalat Capital Finance Ltd., citing
among others Bondi v. GTI, 421 F. Supp. 2d 703, 713 (S.D.N.Y.
2006).

Mr. Bernard contends that there is no question that the
plaintiffs, which are represented by Parmalat and its financing
vehicle PCFL, committed massive fraud.  He avers that from 1990 to
2003, Parmalat fraudulently held itself out as a thriving company,
bilking investors and lenders out of tens of billions of dollars
so that it could continue to survive and grow, when in truth it
was insolvent by 1989 at the latest.  He alleges that PCFL
furthered that fraud both by fraudulently raising capital to fund
Parmalat's operations, and by recording fake accounting entries
that allowed Parmalat to hide its insolvency.

Parmalat and PCFL now seek to be relieved of the consequences of
their fraud, Mr. Bernard asserts.  Standing in the shoes of
Parmalat, Dr. Bondi sues GTI and GT-US, and PCFL sues GTI alleging
vicarious liability relating to audits by Grant Thornton S.p.A. of
Parmalat's financial statements.  Dr. Bondi and PCFL also sue the
BofA Defendants over a series of transactions with Parmalat that
allegedly abetted Parmalat's wrongdoing.

"All four actions suffer from the same flaw: they are premised on
fraud committed by Parmalat and PCFL and are therefore barred by
in pari delicto," Mr. Bernard tells the Court, among other things.
Hence, the Defendants ask Judge Kaplan to enter summary judgment
their favor and dismiss all of Dr. Bondi's and PCFL's claims with
prejudice.

Mark P. Guerrera and Michele Tagliaferri file separate
declarations in support of the Summary Judgment Request.

           Grant Thornton Seeks to Limit Statements

Pursuant to the Federal Rules of Civil Procedure and Federal Rules
of Evidence, Defendants Grant Thornton International and Grant
Thornton LLP notify the Court that they will present to Judge
Kaplan, on a date to be determined by the Court, GTI's and GTI-
US's motion in limine to limit the statements that form the basis
of the MDL Plaintiffs' claims.

In the accompanying memorandum, Mr. Bernard contends that the
Court should preclude the Plaintiffs from carrying out their
stated intention to argue that the Defendants should be held
liable for these alleged misstatements:

  (1) statements issued by Deloitte & Touche S.p.A., which
      Plaintiffs never pleaded as the basis for their claims
      against the Defendants;

  (2) statements issued by Grant Thornton S.p.A. regarding
      Parmalat subsidiaries, which also were never pleaded as
      the basis for Plaintiffs' claims; and

  (3) the audit opinion for Parmalat Finanziaria S.p.A. issued
      by GT-Italy on May 13, 1999, which falls outside the
      relevant limitations period.

The Defendants also ask the Court to address the issues in advance
of the other pretrial motions in light of their dramatic impact on
the parties' trial preparation.

"In the interest of fairness and efficiency, Plaintiffs should not
be permitted to expand their claims beyond the very narrow
misstatements they pleaded -- nor should they take up the time of
the Court and the jury with a time-barred claim on which they
cannot possibly prevail," Mr. Bernard argue.

"In the recent Pretrial Order, Plaintiffs asserted an entirely new
theory of liability.  They now contend that GTI and GT-US should
be held liable for misstatements not only by GT-Italy but by DT-
Italy as well," Mr. Bernard alleges.  "This theory is both
procedurally defaulted and meritless on its face," he adds.

           Lead Plaintiffs Object to Motion to Exclude

Lead Plaintiffs Hermes Focus Asset Management Europe Limited,
Capital & Finance Asset Management, Solotrat, Societe Moderne des
Terrassements Parisiens, Cattolica Partecipazioni S.p.A., and
Enrico Bondi contend that once the fog of the Defendants'
"hyperbolic rants is parted," it becomes clear that their request
to preclude the Italian Witnesses from testifying at all in Dr.
Bondi's cases is based primarily on (i) an erroneous application
of the hearsay concept of "reliability," and (ii) Defendants' view
of the weight and credibility of the experts' anticipated
testimony -- not their actual work or qualifications to testify as
forensic accounting experts.

Mr. Quinn argues that despite scouring 24 days' worth of
deposition transcripts and over 1,600 pages of reports prepared by
the four forensic accountants, tellingly, the Defendants do not,
among other things:

  -- say anything at all about, let alone levy any criticism
     against, seven of the 13 expert reports at issue here, or
     the methodologies, conclusions and testimony they
     encompass; and

  -- meaningfully challenge the experts' qualifications,
     expertise, methodologies or the relevance of their
     conclusions to issues the jury will consider.

Mr. Quinn also points out that notwithstanding the Defendants'
"high-decibel rhetoric," they have failed to demonstrate that the
testimony of Dr. Chiaruttini and Messrs. Galea, Megna and Lagro is
inadmissible, and the request to preclude should, therefore, be
denied.

      Dr. Bondi & PCFL Object to Summary Judgment Request

Dr. Bondi and PCFL jointly ask the Court to deny the Summary
Judgment Request.  They contend that the Defendants' argument
boils down to the proposition that an auditor or financial
advisor, who knowingly and substantially assists a corporate
officer to steal large sums of money, is immune from liability if
his conduct also provided any incidental benefit on the
corporation.

Allan B. Diamond, Esq., at Diamond McCarthy LLP, in Dallas, Texas,
argues that the Defendants, by invoking New York law, have
contended that that benefit compels imputation and automatically
triggers the bar of in pari delicto.  He insists that this is not
the law in New York, much less the law applicable in the cases.

Mr. Diamond points out, among other things, that the Defendants
have not shown that in pari delicto is a valid defense to all of
the Plaintiffs' claims.  As a matter of law, he notes, in pari
delicto does not apply to plaintiffs' claim for accounting
malpractice because, under Illinois' audit interference doctrine,
the only acts that create a defense to a malpractice claim are
those that interfere with the accountant's ability to perform his
duties.  He reminds the Court that Grant Thornton S.p.A.'s lead
audit partner admitted that he knew of, and assisted in, the
falsifications designed to conceal the insiders' looting in
Parmalat.  Accordingly, he says, nothing the corrupt insiders did
could have misled GT-Italy or interfered with its audit duties.

                    GTI and BofA Talk Back

In response to the objection, Grant Thornton and BofA argue that
the Plaintiffs were required to come forward with evidence
demonstrating a genuine dispute warranting a trial, but the
Plaintiffs have not.  Mr. Bernard contends that the Plaintiffs do
not even address, much less dispute, the vast majority of the
points in the Defendants' memorandum.

"[The Plaintiffs] do not dispute that Parmalat's and PCFL's
officers acted within the scope of their authority when they
caused the companies to enter into transactions with BofA and
issue financial statements," Mr. Bernard tells the Court.  He adds
that the Plaintiffs do not dispute that the fraud occurred as the
Defendants have described, enabling Parmalat to bilk its creditors
out of at least an undisclosed and redacted amount.

There can be no doubt that in pari delicto bars the Plaintiffs'
claims, Mr. Bernard insists.

Mark P. Guerrera, Jeremy Walton and Ernesto Gregorio Valenti file
separate declarations in further support of the Defendants'
request for summary judgment on the grounds of in pari delicto.
BofA has also filed a redacted memorandum in further support of
the request.

                 Dr. Bondi & BofA's Motion to Stay

Dr. Bondi and the BofA Defendants jointly sought and obtained a
Court order staying pending requests in the action Dr. Bondi
commenced against the BofA Defendants pending the satisfaction of
certain conditions in the settlement that the BofA Defendants has
recently reached with Dr. Bondi.  The parties had asked the Court
to stay both the request to exclude testimony and request for
summary judgment without prejudice as the requests relate only to
Bondi vs. BofA action.  The settlement, under which BofA is
expected to pay $100,000,000 to Parmalat, has not yet been filed
with the Court.

             Stipulation Dismissing Grant Thornton

Defendants and third-party plaintiffs Grant Thornton International
and Grant Thornton LLP, and third-party defendant Parmalat S.p.A.
were named as defendants in the class action alleging violations
of the federal securities laws.  GTI and GT-US brought third-party
complaints against Parmalat S.p.A. and Dr. Bondi, which complaints
sought contribution from Parmalat and Dr. Bondi if GTI and GT-US
were held liable in the class action.

As previously reported, Parmalat and Dr. Bondi have entered into a
settlement agreement with the class plaintiffs resolving all
claims brought against Parmalat in the class action.  The Court on
March 2, 2009, entered a final judgment and partial order of
dismissal in the class action, in which it gave final approval to
the settlement.  The Final Judgment and Partial Order included a
contribution bar order preventing any person or entity from
seeking contribution from Parmalat and Dr. Bondi to the fullest
extent permitted by Section 78u-4(f)(7)(A) of the Commerce and
Trade Code.

GTI, GT-US Parmalat and Dr. Bondi stipulated and agreed that GTI's
and GT-US's Third-Party Complaints for contribution against
Parmalat and Dr. Bondi will be and are dismissed with prejudice.

Judge Kaplan approved the stipulation.

                         *     *     *

The Court granted Dr. Bondi's request to dismiss the counterclaims
on spoliation of evidence asserted by defendants Grant Thornton
LLP and Grant Thornton International.  Judge Kaplan opined that
Grant Thornton' counterclaims fail to state a claim upon which
relief may be granted.

Judge Kaplan has granted GTI's sealed request to dismiss with
prejudice the supplement and amendment to the third amended
consolidated class action complaint, amendment to Dr. Bondi's
first amended complaint adding allegations relating to GTI Ltd.,
and Parmalat Capital Finance Limited's first amendment to
complaint.

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: Records EUR228.6 Million Profit in 1H of 2009
-----------------------------------------------------------
Parmalat S.p.A., in a statement released July 30, 2009, announced
that its Board of Directors, under the chairmanship of Raffaele
Picella, reviewed and approved the Semiannual Financial Report at
June 30, 2009, as well as a resolution to distribute a partial
statutory dividend for the current year for a total payout of
about 69.8 million euros, equal to 0.041 euros per share.

                        Parmalat Group

  * Net revenues at constant exchange rates and scope of
    consolidation grew to 1,895.7 million euros (+ 2.6%)

  * EBITDA at constant exchange rates and scope of consolidation
    increased to 165.4 million euros (+ 20.8%)

  * Profitability improved, despite strong competitive pressure

  * Group interest in net profit of 247.8 million euros

  * Net financial assets increased to 1,130.0 million euros

                        Parmalat S.p.A.

  * Parent company's net profit totaled 228.6 million euros

               Consolidated Financial Highlights
            of the Parmalat Group and Parmalat SpA
                    (in millions of euros)

                               First Half  First Half
                                 of 2009     of 2008   % change
                               ----------  ----------  --------
Net revenues at constant
exchange rates                    1,895.7    1,847.5       2.6%
Net revenues                      1,848.0    1,902.4      (2.9%)
EBITDA at constant exch. rates      165.4      136.9      20.8%
EBITDA                              161.6      141.1      14.5%
Group interest in net profit        247.8      425.0
Net financial assets              1,130.0    1,108.8
Net profit of Parmalat S.p.A.       228.6      447.1

                        Parmalat Group

Net revenues, restated at constant exchange rates, totaled
1,895.7 million euros, or 48.2 million euros more (+2.6%) than the
1,847.5 million euros reported at June 30, 2008, calculated on a
comparable scope of consolidation basis (excluding 54.9 million
euros attributable to Newlat, which was sold in the first half of
2008).  The list price increases implemented in 2008 to offset a
sharp rise in the components of production accounted for most of
the increase in net revenues.

EBITDA, restated at constant exchange rates, grew to 165.4 million
euros, a gain of 28.5 million euros (+20.8%) compared with the
136.9 million earned in the first half of 2008, on a comparable
scope of consolidation basis, specifically with regard to
4.2 million euros attributable to Newlat, which was sold in the
first half of 2008.

During the first six months of 2008, the Group continued to face
strong competitive pressure from private labels.  Nevertheless, it
improved its profitability, in part due to the savings realized on
purchases of raw milk in many of the countries where Parmalat
operates.  The increase in advertising campaigns, started in the
first half of the first semester, will continue with more strength
in the second part of 2009 to support the Group's brands and
products.  Also innovation and modernization programs focused on
the more profitable market segments, such as children's cheese,
flavored milks and desserts will continue.  The fruit beverages
division strengthened its competitive position in all major
markets.

The table provides a breakdown of revenues and EBITDA by
geographic region:

(in millions of euros)     2008                    2007
                 ----------------------  ----------------------
                   Net                     Net
Regions          revenues  EBITDA    %   revenues  EBITDA    %
-------          --------  ------  ----  --------  ------  ----
Italy               505.6    61.7  12.2     599.9    55.9   9.3
Others Europe        67.9    10.6  15.6      81.8    10.9  13.4
Russia              33.4     6.4  19.1      42.7     6.2  14.4
Portugal            29.5     3.8  12.9      32.3     3.7  11.6
Romania              5.0     0.4   8.7       6.8     1.1  15.5
Canada              638.6    51.1   8.0     637.3    57.3   9.0
Africa              165.5     6.2   3.7     160.0     8.5   5.3
South Africa       144.7     4.1   2.8     140.3     5.9   4.2
Others Africa       20.8     2.1   9.9      19.8     2.6  13.2
Australia           200.2    17.6   8.8     223.1     3.7   1.6
Central/S. America  270.6    26.3   9.7     202.1    20.8  10.3
Venezuela          202.8    22.2  11.0     118.6    13.1  11.0
Colombia            47.0     3.4   7.1      62.7     6.7  10.8
Others Central
and South America   20.8     0.7   3.4      20.8     1.0   4.7
Others               (0.4)  (11.9) n.s.      (1.9)  (16.0) n.s.
Total for the     -------  ------  ----  --------  ------  ----
Parmalat Group    1,848.0   161.6   8.7   1,902.4   141.1   7.4

In Italy, net sales revenues decreased from 599.9 million euros
in the first half of 2008 to 505.6 million euros in the first
six months of 2009, owing in part to two major divestments
completed in 2008: Newlat (May 2008) and some brands in the
cheese category (Ala, Polenghi and Optimus -- December 2008).
Restated net of the corresponding contributions, the revenue
amounts were 547.5 million euros in the first half of 2008 and
505.6 million euros in the first six months of 2009.

The decrease in net sales revenues, compared with 2008, is mainly
the result of the pass-through effect on sales prices of a
reduction in the cost of raw milk and of the decrease in unit
sales, particularly in the fresh milk market segment, due to
strong growth by private labels in the modern distribution
channel.  Despite this challenging environment, Parmalat was able
to contain the reduction in the sales volume of fresh milk, thanks
to a strong performance by Blu Premium, with unit sales of this
brand doubling compared with 2008.  Zymil also presented a
positive trend in volumes both for fresh and UHT milk, as well as
for sales prices.  The fruit beverages division, with
the Santal brand, supported by advertising campaigns, presented a
positive trend notwithstanding the limited phenomenon of the
seasonal nature due to the climate.

EBITDA grew to 61.7 million euros in the first half of 2009, up
from 55.9 million euros in the same period last year.

EBITDA also improved on a percentage basis, rising to 12.2%, or
290 bps (basis points) more than in the first six months of 2008,
when they were 9.3% of net sales revenues.

In Canada, when the data are stated in local currency, net sales
revenues for the first half of the year showed an increase of
4.4%, rising from 981.7 million Canadian dollars in 2008 to
1,025.0 million Canadian dollars this year, and EBITDA was
82.0 million Canadian dollars, down from 88.2 Canadian dollars in
the first six months of 2008.

Stated in euros, net sales revenues for the first half of 2009
amount to 638.6 million euros, or 0.2% more than the 637.3 million
euros booked in the same period last year, and EBITDA was
51.1 million euros, or 6.2 million euros less than in the first
six months of 2008.

The negative conditions of the local economy had a direct impact
on consumer confidence and buying patterns, with shoppers shifting
their preference toward lower priced products.  Unit sales and
sales prices were higher than in the first half of 2008, but
promotional pressure increased and variable and fixed industrial
costs were also up.  Sales volumes grew by 5.5% compared with the
previous year, with healthy increases in unit sales of pasteurized
milk and yogurt.

In Australia, when the data are stated in local currency, net
sales revenues for the first half of the year increased from
369.2 million Australian dollars in 2008 to 376.2 million
Australian dollars in 2009 and EBITDA jumped from 6.1 million
Australian dollars to 33.1 million Australian dollars.

Stated in euros, net sales revenues for the first half of 2009
were 200.2 million euros, down from 223.1 million euros in the
first six months of 2008, and EBITDA improved to 17.6 million
euros, or 14 million euros more than in the first half of 2008.

The Australian subsidiary reported net sales revenues
substantially in line with those booked in the first six months of
2008, even though the "white milk" segment continued to be
affected by aggressive competition from private labels.  In this
environment, unit sales of pasteurized milk, yogurt and desserts
decreased in the first half of 2009.

In addition to the effect of the SBU's pricing strategy, the
improvement in profitability achieved, compared with the first
half of 2008, reflects the positive impact of a more streamlined
product catalog, a more effective use of human resources and
savings in fixed industrial costs.  Moreover, the results for the
first six months of 2008 were penalized by "step-up" increases in
raw milk prices applied by Australia's major cooperatives during
the July 2007 - June 2008 period.

The Group's operations in Africa, which use the euro to
consolidate amounts stated in the currencies of multiple
countries (South Africa, Zambia, Mozambique, Botswana and
Swaziland) reported higher revenues of 165.5 million euros, up
from 160.0 million euros in the first half of 2008 (+3.4%).
However, EBITDA decreased to 6.2 million euros, compared with
8.5 million euros last year.

Overall, unit sales by the African SBU were up for milk, fruit
beverages and cheese.

In South Africa, the severe crisis that began in the second
quarter of 2008 continued to affect the performance of the local
subsidiary, as consumers cut spending drastically.  In the SBU's
target markets, these developments produced a shift in the buying
patterns of consumers, who tended to favor lower priced products
in cost-saving package sizes.  The local subsidiary is continuing
to implement programs to improve manufacturing efficiency and cut
costs.  The Group's other African subsidiaries in Zambia and
Botswana also reported across-the-board decreases due to negative
economic conditions, while operations in Mozambique and Swaziland
achieved positive results.

In Europe, excluding Italy, revenues were 67.9 million euros, down
from 81.8 million euros in the first half of 2008.  EBITDA was
10.6 million euros, about the same as the 10.9 million euros
earned in the first six months of 2008.  However, the ratio of
EBITDA to revenues improved to 15.6%, up from 13.4% in the first
half of 2008.

The situation in the markets in Europe is characterized by a
downward sales trend caused by a sharp reduction in consumer
spending.  Despite these conditions, the Russian operations
succeeded in preserving their high level of profitability, but the
Romanian SBU was heavily penalized by increases in the cost of raw
materials and packaging materials.  The Portuguese subsidiary
succeeded in holding EBITDA steady compared with the previous year
thanks mainly to its effective stewardship of pricing policies in
the purchasing of raw materials.

In Central and South America, revenues grew to 270.6 million
euros, up from 202.1 million euros in the first six months of
2008.

EBITDA for the first half of the year were also up, rising from
20.8 million euros in 2008 to 26.3 million euros in 2009.

Positive results by the Venezuelan subsidiary, due mainly to a
strong performance by the fruit beverage and dairy products
divisions and a resumption of powdered milk distribution
activities are the primary reasons for this improvement.  In
Colombia, consumer spending contracted, due in part to the
economic crisis that started in the United States.  In the other
countries in Central and South America, the Ecuadorian subsidiary
performed well, but the opposite was true for those in Nicaragua,
Paraguay and Cuba, which were faced with external problems that
included, respectively, the extreme poverty of the population, the
devaluation of the local currency and adverse weather conditions.

EBIT was 288.5 million euros, down from 443.0 million euros in
the first half of 2008.  In addition to EBITDA (161.6 million
euros), the main items that had an impact on EBIT included
proceeds from settlements of actions to void and actions for
damages of 181.7 million euros (437.9 million euros in the first
six months of 2008) and litigation-related legal expenses of
6.1 million euros (27.1 million euros in the first half of 2008).

Group interest in net profit was 247.8 million euros, a decrease
of 177.2 million euros compared with the 425.0 million euros
earned in the first half of 2008.  A reduction in the contribution
provided to the bottom line by actions to void and actions for
damages (178.7 million euros in the first six months of 2009,
compared with 426.8 million euros in the same period last year,
net of the tax effect) is the main reason for this decrease.

The Group's net financial assets increased by 21.2 million euros
in the first half of 2009, rising from 1,108.8 million euros at
the end of 2008 to 1,130.0 million euros at June 30, 2009.  The
main reasons for this increase include:

  -- a cash flow from operating activities of 72.3 million
     euros;

  -- the inflows from litigation settlements of 181.4 million
     euros related to settlements and 18.6 million euros related
     to costs incurred to pursue the corresponding legal
     actions;

  -- an outflow for income taxes of about 38.8 million euros;

  -- the payment of dividends totaling 163.8 million euros,
     including 162.2 million euros attributable to the Group's
     Parent Company; and

  -- the impact of the translation into euros of the net
     borrowings of companies that operate outside the euro zone,
     amounting to 11.5 million euros.

                        Parmalat S.p.A.

Net revenues were 416.6 million euros, a decrease of 9.1% compared
with the 458.3 million euros booked in the first half of 2008 (-
7.3% excluding the contribution of the cheese operations sold in
2008).

EBITDA grew to 41.5 million euros, or 16.6 million euros more
(+66.7%) than the 24.9 million euros earned in the first six
months of 2008.  This improvement reflects a gain of 18.7 million
euros in the return on sales, due mainly to lower raw material
prices, offset in part by higher additions to the allowances for
doubtful accounts, which increased by 2.3 million euros.

EBIT was 194.6 million euros, a decrease of 181.2 million euros
compared with the first half of 2008 (375.8 million euros).  The
main reason for this shortfall is a reduction in proceeds from
settlements with credit institutions: 181.7 million euros in the
first six months of 2009 compared with 437.0 million euros in the
same period last year.

The net profit for the period was 228.6 million euros, or
218.5 million euros less than the 447.1 million euros earned in
the first six months of 2008.  This negative change is chiefly the
result of the decrease in proceeds from settlements mentioned,
which contributed about 178.7 million euros to the bottom line
(net of the applicable tax effect) compared with 426.8 million
euros in the first half of 2008.  Reductions in net financial
income (-12.8 million euros) and in dividend income from investee
companies (33.9 million euros, compared with 45.8 million euros
tin the first half of 2008) account for the balance of the
decrease.

Net financial assets improved, rising from 1,441.2 million euros
at December 31, 2008 to 1,480.3 million euros at June 30, 2009, a
gain of 39.1 million euros.

This increase reflects the combined impact of proceeds from
settlements (about 181.4 million euros), the payment of dividends
(about 162.2 million euros) and the cash flow from operations.

                       Business Outlook

There are no reasons to change the guidance that, assuming
constant exchange rates, calls for revenue growth of 2% to 4% and
an EBITDA ranging from 310 to 320 million euros, considering its
results and the macroeconomic and competitive context.

                  Partial Statutory Dividend

At today's meeting, the Board of Directors also approved a motion
to distribute a partial statutory dividend for 2009 in the amount
of 0.041 euros per share, before any statutory withholdings, for a
total payout of about 69.8 million euros.  This partial statutory
dividend is an advance on the full dividend for 2009.

The partial statutory dividend will be payable from September 24,
2009 against presentation of Coupon No. 5, September 21, 2009
record date.

The distribution of the partial statutory dividend was based on
the Company's financial statements at June 30, 2009 and the
accompanying Report of the Board of Directors.  The Independent
Auditors have rendered an opinion with regard to both documents.

In the Company's financial statements, the accompanying Report of
the Board of Directors and the opinion of the Independent
Auditors, rendered pursuant to Article 2433 bis of the Italian
Civil Code, are available to the public at the Company's
registered office at 4 Via delle Nazioni Unite, in Collecchio
(Parma), and through Borsa Italiana SpA
(http://www.borsaitaliana.it). The documents have also been
posted on the Company's website (http://www.parmalat.com).

Holders of the "2005-2015 PARMALAT S.p.A. Common Share Warrants"
are informed that, due to the declaration of the partial statutory
dividend, the right to exercise their warrants will be suspended
from July 31, 2009, included, until the dividend record date,
September 21, 2009, excluded.

A copy of the Semiannual Financial Report at June 30, 2009,
together with the Report of the Independent Auditors can be
obtained for free at: http://researcharchives.com/t/s?420d

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PEMGROUP: Offshore Entity Must be Under Receivership, Court Says
----------------------------------------------------------------
Mark Maremont at The Wall Street Journal reports that U.S.
District Judge Philip S. Gutierrez in Los Angeles ruled that an
offshore entity was an affiliate of Danny Pang's former firm,
PEMGroup, and should be run by a court-appointed receiver.

According to The Journal, Mr. Pang has been accused by federal
regulators of fleecing investors of hundreds of millions of
dollars, which he denied.

The Journal relates that Judge Gutierrez found that Su-Wei Yang, a
Taiwanese woman who once controlled the entity, likely had a close
relationship with Mr. Pang.  Ms. Yang was Mr. Pang's girlfriend
and therefore was his agent, The Journal says, citing Robert
Mosier, the receiver.  Mr. Mosier filed e-mails and photos that
included a snapshot showing Ms. Yang resting her head on Mr.
Pang's shoulder, The Journal states.  Mr. Pang is already married.

The Journal states that Mr. Pang's lawyers called the allegation
of an affair unsupported "office gossip" and threatened possible
legal action, but Judge Gutierrez ruled that the photos "strongly
suggest their relationship transcended that of a normal business
relationship" and also ruled in favor of Mr. Mosier's application
to take control of 15 other entities deemed PEMGroup affiliates.

PEMGroup -- http://pemgroup.com/-- is an investment firm based in
Los Angeles.

According to Blog.taragana.com, federal regulators won a court
order freezing the assets of financier PEMGroup owner Danny Pang,
accused of defrauding investors of hundreds of millions of
dollars.  The U.S. Securities and Exchange Commission said that
the assets of Mr. Pang's two investment companies, Private Equity
Management Group Inc. and Private Equity Management Group LLC,
were also frozen.  He was ordered to surrender his passports and
bring back to the U.S. any assets sent overseas.

The Wall Street Journal Law Blog reported in May 2009, court-
appointed receiver Robert Mosier accused Mr. Pang of running the
firm like a "personal piggy bank".  The receiver claimed that the
fund had a shortfall of between $400 million and $600 million.

Mr. Mosier alleged in a federal court filing that more than
$80 million in questionable personal and business expenses were
financed by PEMGroup's investors, including a recent $1 million
Disney cruise for the entire staff, the purchase of several jets
and $6.9 million in undocumented loans to Mr. Pang.


PILGRIM'S PRIDE: Court OKs $100MM Reduction of DIP Facility
-----------------------------------------------------------
Pilgrim's Pride Corporation and its debtor affiliates obtained
approval from Judge D. Michael Lynn of the United States
Bankruptcy Court for the Northern District of Texas to enter into
the Third Amendment to Amended and Restated Post-Petition Credit
Agreement by and among the Debtors, the DIP Lenders and Bank of
Montreal.

On December 2, 2008, the Bankruptcy Court granted interim approval
authorizing the Company and certain of its subsidiaries consisting
of PPC Transportation Company, PFS Distribution Company, PPC
Marketing, Ltd., and Pilgrim's Pride Corporation of West Virginia,
Inc. (collectively, the "US Subsidiaries"), and To-Ricos, Ltd.,
and To-Ricos Distribution, Ltd., to enter into a Post-Petition
Credit Agreement among the Company, as borrower, the US
Subsidiaries, as guarantors, Bank of Montreal, as agent (the "DIP
Agent"), and the lenders party thereto.  On December 2, 2008, the
Company, the US Subsidiaries and the other parties entered into
the Initial DIP Credit Agreement, subject to final approval of the
Bankruptcy Court.  On December 30, 2008, the Bankruptcy Court
granted final approval authorizing the Company and the
Subsidiaries to enter into an Amended and Restated Post-Petition
Credit Agreement dated December 31, 2008, as amended, among the
Company, as borrower, the Subsidiaries, as guarantors, the DIP
Agent, and the lenders party thereto.

The DIP Credit Agreement provides for an aggregate commitment of
up to $450 million, which permits borrowings on a revolving basis.
The commitment includes a $25 million sub-limit for swingline
loans and a $20 million sub-limit for standby letters of credit.
Outstanding borrowings under the DIP Credit Agreement will bear
interest at a per annum rate equal to 8.0% plus the greatest of
(i) the prime rate as established by the DIP Agent from time to
time, (ii) the average federal funds rate plus 0.5%, or (iii) the
LIBOR rate plus 1.0%, payable monthly.  The weighted average
interest rates for the three and nine months ended June 27, 2009
were 11.25% and 11.33%, respectively.  The loans under the Initial
DIP Credit Agreement were used to repurchase all receivables sold
under the Company's Amended and Restated Receivables Purchase
Agreement dated September 26, 2008, as amended (the "RPA").  Loans
under the DIP Credit Agreement may be used to fund the working
capital requirements of the Company and its subsidiaries according
to a budget as approved by the required lenders under the DIP
Credit Agreement.

Actual borrowings by the Company under the DIP Credit Agreement
are subject to a borrowing base, which is a formula based on
certain eligible inventory and eligible receivables.  The
borrowing base formula is reduced by (i) pre-petition obligations
under the Fourth Amended and Restated Secured Credit Agreement
dated as of February 8, 2007, among the Company and certain of its
subsidiaries, Bank of Montreal, as administrative agent, and the
lenders parties thereto, as amended, (ii) administrative and
professional expenses incurred in connection with the bankruptcy
proceedings, and (iii) the amount owed by the Company and the
Subsidiaries to any person on account of the purchase price of
agricultural products or services (including poultry and
livestock) if that person is entitled to any grower's or
producer's lien or other security arrangement.  The borrowing base
is also limited to 2.22 times the formula amount of total eligible
receivables.  The DIP Credit Agreement provides that the Company
may not incur capital expenditures in excess of $150 million.  The
Company must also meet minimum monthly levels of EBITDAR.  Under
the DIP Credit Agreement, "EBITDAR" means, generally, net income
before interest, taxes, depreciation, amortization, writedowns of
goodwill and other intangibles, asset impairment charges, certain
closure costs and other specified costs, charges, losses and
gains.  The DIP Credit Agreement also provides for certain other
covenants, various representations and warranties, and events of
default that are customary for transactions of this nature.  As of
June 27, 2009, the applicable borrowing base and the amount
available for borrowings under the DIP Credit Agreement were both
$348.6 million as there were no outstanding borrowings under the
Credit Agreement.

The principal amount of outstanding loans under the DIP Credit
Agreement, together with accrued and unpaid interest thereon, are
payable in full at maturity on December 1, 2009, subject to
extension for an additional six months with the approval of all
lenders thereunder.  All obligations under the DIP Credit
Agreement are unconditionally guaranteed by the Subsidiaries and
are secured by a first priority priming lien on substantially all
of the assets of the Company and the Subsidiaries, subject to
specified permitted liens in the DIP Credit Agreement.

The DIP Credit Agreement allows the Company to provide additional
advances to the Non-filing Subsidiaries of up to approximately
$25 million.  Management believes that all of the Non-filing
Subsidiaries, including the Company's Mexican subsidiaries, will
be able to operate within this limitation.

On July 15, 2009, the Company entered into a Third Amendment to
the DIP Credit Agreement.  The Amendment is subject to the
approval of the Bankruptcy Court.  The Amendment amends the DIP
Credit Agreement to allow the Company to invest in certain
interest bearing accounts and government securities, subject to
certain conditions.  In connection with the Amendment, the Company
also agreed to reduce the total available commitments under the
DIP Credit Agreement from $450 million to $350 million.  The
Amendment also allows the Company to enter into certain ordinary
course hedging contracts relating to feed ingredients used by the
Company and its subsidiaries in their businesses.  The Company may
only enter into hedging contracts which satisfy the following
conditions, among other restrictions: (a) the contract is traded
on a recognized commodity exchange; (b) the contract expiration
date is no later than March 21, 2010, or a later date if agreed to
by the DIP Agent; (c) the Company and its subsidiaries do not have
open forward, futures or options positions in the subject
commodity, other than commodity hedging arrangements entered into
at the request or direction of a customer, in excess of 50% of the
Company's other expected usage of such commodity for a specified
period; (d) the contract is not entered into for speculative
purposes; and (e) the Company will not have more than $100 million
in margin requirements with respect to all such non-customer
hedging contracts.

The amendments in the Third DIP Financing Amendment are
beneficial to the Debtors and their creditors, Stephen A.
Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas
stresses.  The removal of the current restriction on hedging to
allow Permitted Hedging Contracts will permit the Debtors to
hedge their businesses against future volatility in the prices of
certain commodities, like the price of corn used in the feed for
chickens, and to take advantage of current favorable hedging
conditions.

Moreover, since the DIP Credit Agreement currently only permits
Cash Collateral to be deposited in non-interest bearing accounts
maintained by the DIP Agent, the amendment to the existing
restriction on where Cash Collateral Accounts and Collection
Accounts may be held allows the Debtors to earn interest on Cash
Collateral and provides the Debtors added flexibility in managing
their cash management system.

A full-text copy of the Third DIP Credit is available for free
at http://bankrupt.com/misc/PPC_3rdDIPCreditAmendment.pdf

                 Creditors Committee's Objection

The Official Committee of Unsecured Creditors objects to the
Debtors' motion to enter into the Third DIP Credit Agreement,
contending that the Debtors need to show why it is necessary to
continue to pay the commitment fees called for under the DIP
Credit Agreement for what is now a "stand-by" DIP.  The
Creditors' Committee tells the Court the Debtors need to explain
why the Debtors are not terminating the DIP loan and why is it
necessary to continue to maintain the DIP Credit Agreement.

The Debtors, in response, note that the Creditors' Committee is
the only objecting party to the Motion.  The Debtors further note
that the Creditors' Committee does not challenge or object to any
of the proposed amendments to the DIP Credit Agreement.  Instead,
the Committee appears to challenge the Debtors' business decision
to keep in place the postpetition financing facility.

The Debtors maintain that it is in the best interest of their
estates and their creditors to maintain a postpetition credit
facility on a "standby" basis, albeit at a smaller commitment
level.

Mr. Youngman asserts that as recent history has shown, capital
markets and the economy are volatile and, among other things, it
is essential that the Debtors' customers, suppliers, and
employees see that the Debtors have sufficient liquidity if the
unexpected should occur.

The Debtors insist that their request should be approved.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

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 OKs Syndication of $1.65 Bil. Exit Pact
--------------------------------------------------------------
Judge D. Michael Lynn of the United States Bankruptcy Court for
the Northern District of Texas Forth Worth Division authorized
Pilgrim's Pride Corporation and its debtor affiliates to enter
into an agreement for the syndication of a $1,650,000,000 exit
financing with CoBank, ACB, and Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank International," New York Branch.

Judge Lynn, however, ruled that the Debtors are not authorized,
at this time, to pay the Subject Fees defined in the Revised
Mandate Letter and Revised Commitment Letter, which are:

  -- the administrative agent fee with CoBank;

  -- the collateral agent fee with CoBank and Rabobank;

  -- the joint lead arranger fee with CoBank and Rabobank;

  -- the joint syndication agent fee letter with CoBank and
     Rabobank; and

  -- the commitment fee.

Further, Judge Lynn ruled that:

  * upon the Debtors' Motion pursuant to Section 107(b) of the
    Bankruptcy Code and Bankruptcy Rule 9018 for authorization
    to File Fee Letters Under Seal, and upon the Debtor Parties,
    CoBank, and Rabobank having entered into a revised Mandate
    Letter, revised Commitment Letter and revised Joint
    syndication Agent Mandate Fee Letter, the Debtors are
    authorized, but not required, to enter into the Mandate
    Letter, Commitment Letter and Fee Letters;

  * the Debtors are authorized, but not required to pay the fees
    and expenses pursuant to the terms of the Revised Mandate
    Letter, the Revised Commitment Letter, and Revised Fee
    Letter, provided that the Debtors are not authorized, at
    this time, to pay the Subject fees as applicable;

  * the Debtors are authorized but not required, to accept
    financing commitments upon terms substantially similar to
    the terms of the Revised Mandate Letter, Revised Commitment
    Letter, Revised Fee Letters and term sheet;

  * the Debtors are authorized but not required, to provide
    indemnification to each Lender Party;

  * nothing in the Order will prohibit the Debtors from Seeking
    Court authority to decrease the amounts authorized to be
    paid pursuant to the terms of the Revised Mandate Letter,
    Revised Commitment Letter, and Revised Fee Letter;

  * a hearing will take place on August 26, 2009, at 10:30 a.m.
    Central Time, to address the payment of the Subject Fees.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

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: Members of Fee Review Committee Named
------------------------------------------------------
The initial members of the Fee Review Committee in Pilgrim's Pride
Corp.'s cases are:

  * Nancy Rapoport, Chair
    University of Nevada, Las Vegas
    William S. Boyd School of Law
    E-Mail: nancy.repoport@unlv.edu

  * David J. Bechstein
    Vice President, Bank of Montreal
    E-mail: david.bechstein@bmo.com

  * Mark Lawrenz
    Vice President, Risk Management
    Pilgrim's Pride Corporation
    E-mail: Mark.Lawrence@pilgrimspride.com

  * Ronald Seigley
    Vice President, Cobank
    Division Manager, Special Assets
    E-mail: rseigley@cobank.com

  * Ronald Borcky
    International Paper Company
    E-mail: ronald.borcky@ipaper.com

  * Lisa L. Lambert
    Office of the U.S. Trustee
    E-mail: Erin.Schmidt2@usdoj.gov

  * The Official Committee of Equity Security Holders

      -- M & G Investment Management Ltd.
         Attn: PPM America, as agent/Joel Klein
         225 W. Wacker, Suite 1200
         Chicago, Illinois 60606
         Tel No: (312) 634-2559
         Fax No: (312) 634-0728
         E-mail: joel.klein@ppmamerica.com

      -- Michael Cooper
         4825 E. Crystal Lane
         Paradise Valley, Arizona 85253
         Tel No: (602) 510-6633
         Fax No: (480) 807-4995
         E-mail: mcooper@krsearch.net

  * The current members of the University of Nevada, Las Vegas,
    William S. Boyd School of Law team working for Professor
    Rapoport.

                      Functions of the FRC

According to Ms. Rapoport, the philosophy of the FRC is not to
micromanage the decisions of the various professionals appointed
by this Court, but rather to act as an extra safeguard to
ensure that the fees and expenses of these professionals are
incurred appropriately.  The FRC expects that professionals will
not charge the entities they represent for overhead expenses or
other fees or expenses not authorized by the Court's guidelines
for Compensation of Expenses Reimbursement of Professionals.

All professionals should serve their monthly bills and quarterly
summaries on each member of the FRC and on each member of the
UNLV Team electronically, in searchable PDFs and Excel
spreadsheet formats.  Each bill should include information that
distinguishes the costs of the work performed due to the
bankruptcy case from the work that would have been done for the
relevant entity notwithstanding the bankruptcy case.  For
the first time that any professional serves bills, the
professional should also include a copy of the order approving
the appointment.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

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.


PRIMUS TELECOM: Reports $25.47-Mil. Net Income for Q2
-----------------------------------------------------
Primus Telecommunications Group, Inc., has filed with the U.S.
Securities and Exchange Commission its second quarter 2009 report
on Form 10-Q.

As of June 30, 2009, Primus reported total assets of
$334.54 million, against $760.86 million in liabilities.  The
Company reported $426.32 million in total stockholders' deficit.

Primus reported $25.47 million net income for the three months
ended June 30, 2009, compared to $46.69 million net income in the
same period last year.  For the six months ended June 30, 2009,
the Company reported $39.33 million in net income, compared to
$43.79 million net income in the same period last year.

                  Second Quarter Results

Net revenue, exclusive of the currency effect, decreased
$6.1 million, or 2.6%, to $229.9 million for the three months
ended June 30, 2009, from $235.9 million for the three months
ended June 30, 2008.  Inclusive of the currency effect, which
accounted for a decrease of $33.1 million, net revenue decreased
$39.2 million to $196.7 for the three months ended June 30, 2009,
from $235.9 millions for the three months ended June 30, 2008.

Selling, general and administrative expenses, exclusive of the
currency effect, decreased $12.1 million to $57.9 million, or
25.2% of net revenue, for the three months ended June 30, 2009,
from $70.0 million, or 29.7% of net revenue, for the three months
ended June 30, 2008.  Inclusive of the currency effect, which
accounted for a $7.5 million decrease, selling, general and
administrative expenses decreased $19.6 million to $50.4 million
for the three months ended June 30, 2009 from $70.0 million for
the three months ended June 30, 2008.

Depreciation and amortization expense decreased $1.8 million to
$6.3 million for the three months ended June 30, 2009, from
$8.1 million for the three months ended June 30, 2008.

Interest expense and accretion on debt discount, net decreased
$10.0 million to $3.4 million for the three months ended June 30,
2009, from $13.3 million for the three months ended June 30, 2008.
The decrease was attributable to the cessation of interest
accruals for the liabilities subject to compromise, including 8%
Senior Notes, 14 1/4% Senior Secured Notes, 3 3/4% Convertible
Notes, 5% Exchangeable Senor Notes, 12 3/4% Senior Notes and Step
Up Convertible Subordinated Debentures, as a result of the Chapter
11 Cases instituted on March 16, 2009.

Gain on early extinguishment or restructuring of debt decreased
$32.2 million.  In the second quarter 2008, the Company realized a
gain on restructuring of debt of $32.2 million including the
expensing of related financing costs.

Reorganization items, net is an $8.3 million expense for the three
months ended June 30, 2009, due to the incurrence of professional
fees as a result of the Chapter 11 Cases.

Income tax benefit (expense) is $1.1 million expense for the three
months ended June 30, 2009 from $2.4 million benefit for the three
months ended June 30, 2008.  The expense consists of foreign
withholding tax on intercompany interest and royalty fees owed to
a United States subsidiary by the Company's Canadian and
Australian subsidiaries and charges for uncertain tax positions
under FASB Interpretation (FIN) No. 48, "Accounting for
Uncertainty in Income Taxes".

                       Half-Year Results

Results of operations for the six months ended June 30, 2009, as
compared to the six months ended June 30, 2008

Net revenue, exclusive of the currency effect, increased
$8.1 million, or 1.8%, to $469.4 million for the six months ended
June 30, 2009, from $461.3 million for the six months ended
June 30, 2008.  Inclusive of the currency effect, which accounted
for a decrease of $78.2 million, net revenue decreased
$70.1 million to $391.2 for the six months ended June 30, 2009,
from $461.3 millions for the six months ended June 30, 2008.

Selling, general and administrative expenses, exclusive of the
currency effect, decreased $25.3 million to $113.5 million, or
24.2% of net revenue, for the six months ended June 30, 2009, from
$138.8 million, or 30.1% of net revenue, for the six months ended
June 30, 2008.  Inclusive of the currency effect, which accounted
for a $17.7 million decrease, selling, general and administrative
expenses decreased $43.0 million to $95.8 million for the six
months ended June 30, 2009, from $138.8 million for the six months
ended June 30, 2008.

Depreciation and amortization expense decreased $3.7 million to
$12.3 million for the six months ended June 30, 2009, from
$16.1 million for the six months ended June 30, 2008.

Gain on sale or disposal of assets was a $2.5 million gain for the
six months ended June 30, 2008.  In the six months ended June 30,
2008, the Company recognized a gain of $0.8 million associated
with the sale of certain surplus fiber assets in the US and a gain
of $1.8 million associated with a sale of a minority equity
investment in a Japanese entity.

Interest expense and accretion on debt discount, net decreased
$14.6 million to $13.9 million for the six months ended June 30,
2009, from $28.6 million for the six months ended June 30, 2008.
The decrease was mainly attributable to the cessation of interest
accruals for the liabilities subject to compromise as a result of
the Chapter 11 Cases instituted on March 16, 2009.

Gain on early extinguishment or restructuring of debt was
$34.5 million from the six months ended June 30, 2008.  In the
second quarter 2008, the Company realized a gain on restructuring
of debt of $32.2 million including the expensing of related
financing costs.  In the first quarter 2008, the Company made open
market debt purchases resulting in a $2.2 million gain on early
extinguishment of debt including the write-off of related deferred
financing costs, discount and effective interest.

Reorganization items, net was a $8.3 million gain for the six
months ended June 30, 2009.  In accordance with SOP No. 90-7, the
Company ceased amortization of debt premiums, discounts and
deferred financing costs related to the liabilities subject to
compromise on the Petition Date.  The $3.5 million of unamortized
debt premiums and discounts has been written off and recorded as a
gain, offset by the expensing of $3.6 million of unamortized
deferred financing costs, as an adjustment to the net carrying
value of the pre-petition debt, and the incurrence of professional
fees regarding the bankruptcy filing.  Long term debt was further
reduced by $20.5 million of future interest payable that
previously had been recorded as a portion of long-term obligations
for the 14 1/4% Senior Secured Notes and 5% Exchangeable Senior
Notes as the issuance of these notes had been deemed troubled debt
restructurings.

Income tax expense increased to $3.9 million for the six months
ended June 30, 2009.  The expense consists of foreign withholding
tax on intercompany interest and royalty fees owed to a United
States subsidiary by the Company's Canadian and Australian
subsidiaries and charges for uncertain tax positions under FASB
Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income
Taxes".

Liquidity and Capital Resources
Changes in Cash Flows

Net cash provided by operating activities was $17.1 million for
the six months ended June 30, 2009, as compared to net cash
provided by operating activities of $5.3 million for the six
months ended June 30, 2008.  For the six months ended June 30,
2009, net income, net of non-cash operating activity, provided
$27.4 million of cash.  In addition, cash was increased by a
reduction in accounts receivable of $7.8 million, a reduction in
other assets of $2.5 million, an increase in accrued expenses,
deferred revenue, other current liabilities and other liabilities,
net of $1.3 million and an increase in accrued income tax of
$2.1 million.  For the six months ended June 30, 2009, the Company
used $12.8 million to reduce the Company's accounts payable,
$5.4 million to reduce the accrued interconnection costs, and
$1.6 million to reduce the Company's accrued interest.  Cash
effect of reorganization items was $4.6 million, which includes
professional fees paid for reorganization.  For the six months
ended June 30, 2008, net income, net of non-cash operating
activity, provided $21.5 million of cash.  In addition, cash was
increased by a reduction in prepaid expenses, other current assets
and other assets of $12.1 million and an increase in accrued
interconnection costs of $3.2 million.  For the six months ended
June 30, 2008, the Company used $6.4 million to increase the
Company's accounts receivable, $16.6 million to reduce the
Company's accounts payable, $0.9 million to reduce the Company's
accrued interest, $4.5 million to reduce the Company's accrued
income taxes and $3.2 million to reduce the Company's accrued
expenses, deferred revenue, other current liabilities and other
liabilities.

Net cash used in investing activities was $5.6 million for the six
months ended June 30, 2009 compared to $12.0 million for the six
months ended June 30, 2008.  Net cash used in investing activities
during the six months ended June 30, 2009, included $5.7 million
of capital expenditures, $0.2 million for a business acquisition
in Australia and $0.1 million increase in restricted cash, offset
by $0.2 million net cash proceeds from the sale of a Japanese
retail business and $0.2 million from the disposition of network
assets.  Net cash used in investing activities was $12.0 million
for the six months ended June 30, 2008.  Net cash used in
investing activities during the six months ended June 30, 2008,
included $14.6 million of capital expenditures offset by
$1.7 million net cash proceeds from the disposition of a minority
equity investment in Japan and $0.8 million from the disposition
of surplus fiber assets.

Net cash used in financing activities was $8.3 million for the six
months ended June 30, 2009, as compared to $19.5 million for the
six months ended June 30, 2008.  During the six months ended
June 30, 2009, $5.5 million was used to reduce the Company's
Canadian Credit Facility, $0.5 million was used to reduce the
principal amount of the Term Loan, and $2.3 million was used to
reduce the principal amounts outstanding on capital leases, leased
fiber capacity, financing facilities and other long-term
obligations.  Net cash used in financing activities was
$19.5 million for the six months ended June 30, 2008.  During the
six months ended June 30, 2008, $11.2 million was used to purchase
and retire $0.8 million principal amount of the Company's 12 3/4%
Senior Notes and $13.8 million principal amount of the Company's
Step Up Convertible Subordinated Debentures.  The Company also
used $8.3 million for debt exchanges and principal payments on
capital leases, leased fiber capacity, financing facilities and
other long-term obligations.

Short- and Long-Term Liquidity Considerations and Risks

The Chapter 11 Cases were preceded by severe downturns in global
economic conditions and contraction of capital markets beginning
in mid-year 2008, as well as the significant exchange rate
appreciation of the United States dollar during the second half of
2008, which impaired the Company's ability to strengthen the
balance sheet opportunistically and improve cash flows through
potential refinancing and equity capital infusions.  Further, the
conditions made the sale of non-strategic assets and businesses to
generate enhanced liquidity difficult to complete on acceptable
terms or at all.  Additionally, given that the preponderance of
the Company's holding company obligations are in United States
dollars, the sharp strengthening of the United States dollar as
compared to other foreign currencies during the second half of
2008 added further strain on the Company's liquidity position with
payments from the Company's foreign operating subsidiaries
yielding less United States dollars.

Notwithstanding confirmation of the Plan, the Company expects to
continue to have significant debt service obligations on a long-
term basis.  Cash flows from operations are not anticipated to be
sufficient to make the balloon payments on the remaining
outstanding principal of the Senior Secured Tem Loan Facility and
the Canadian Credit Facility due February and May 2011,
respectively; therefore, the Company expects to seek external
financing prior to that date.  There can be no assurance the
Company will be successful in these efforts to consummate timely
any such transactions or at all or to obtain any such financing on
acceptable terms or at all, especially in consideration of the
state of the current global economic and credit situation.  The
Company may be subject to additional covenants and limitations in
levels of debt and debt transactions.

More information is available for free at:

                 http://ResearchArchives.com/t/s?420b

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.  Primus has implemented its Chapter 11
reorganization plan.


PROPEX INC: Proposes Expedited Settlement with PBGC
---------------------------------------------------
Fabrics Estate Inc., formerly Propex Inc., asked the Bankruptcy
Court to approve on an expedited basis a settlement it wants to
enter into with the Pension Benefit Guaranty Corp.  The Debtors
have reached a deal with the PBGC regarding (1) the PBGC's
substantial claims filed against the Debtors' estates during the
Chapter 11 cases in connection with the termination of the
Debtors' pension plans and (2) the PBGC's objection to certain
language in the Debtors' First Amended Joint Plan of Liquidation
Under Chapter 11 of the Bankruptcy Code regarding injunctions and
releases.  The Settlement has been approved by the Official
Committee of Unsecured Creditors.

The terms of the Settlement are:

    (1) The PBGC will be granted a Class 2 Allowed Priority Claim
        in the amount of $125,000;

    (2) the PBGC's Pension Insurance Premiums Claim of $4,632 will
        be deemed to have been withdrawn;

    (3) the PBGC's remaining claims against Fabrics Estate Inc.
        will be Class 3 Allowed General Unsecured Claims, and the
        corresponding claims against the other Debtors will be
        deemed withdrawn;

    (4) the following language will be included in a modified
        version of Section 13.1 of the Plan: "Notwithstanding the
        foregoing or anything to the contrary in this Plan, the
        Pension Benefit Guaranty Corporation, whether acting on
        its own behalf or as trustee of the Pension Plans
        ("PBGC"), is not and shall not be enjoined from any act or
        action against any Representatives or individuals
        regarding fiduciary obligations under the Employee
        Retirement Income Security Act"; provided, however, that
        all Representatives and individuals reserve all rights
        they otherwise have at applicable law, and such rights are
        not affected hereby and

    (5) the PBGC will not object to the confirmation of the Plan
        on any ground.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


RANDA LUGGAGE: Launches New Men's Lines & Distribution Center
-------------------------------------------------------------
Randa Luggage unveiled Monday the opening of a new fulfillment
distribution center in Reno, Nevada, as part of its reinvestment
and expansion in the luggage business.  "With the improving
economy, the company is well positioned to meet increased demand
and timely delivery of its licensed products," Randa said in a
news statement.

The 250,000 square foot facility features eco-friendly and state-
of-the-art enhancements, which will increase fill rates, speed to
market, and overall efficiencies.

Terry Tackett, President of Randa Luggage, commented on the
opening, "As we continue to invest in Randa Luggage, we feel
strongly that this new facility will provide additional
competitive advantages enabling us to better execute on our
business plan, despite the distractions of the previous few
months."

The announcement comes just two weeks after the company emerged
from Chapter 11 where the Delaware Bankruptcy Court ruled in Randa
Luggage's favor as well as stating that all objections were
without merit.

In addition, Randa Luggage has secured all necessary financing for
its restructuring as well as operating capital in order to meet
its projected growth and revenue targets.

Separately, as part of its expansion plan, the company announced
the launch of three new brands for Fall 2009 including Levi's
backpacks, Perry Ellis luggage and performance luggage from
Columbia Sportswear to complement new collections from existing
brands which include Diane von Furstenberg, Nautica, Chaps and Liz
Claiborne.

Randa Luggage Inc., formerly known as Badanco Enterprises Inc.,
manufactures, distributes and markets luggage, bags, backpacks and
briefcases under brand names including Tommy Bahama, Nautica,
Diane von Furstenberg, Perry Ellis and Liz Claiborne.  Randa
Luggage is headquartered Totowa, New Jersey and has offices in
London, Toronto and Hangzhou, China.

Randa Luggage and its affiliates including Badanco Acquisition LLC
filed for Chapter 11 on May 11 (Bankr. D. Del. Case No. 09-11638).


READER'S DIGEST: To Implement Equity-for-Debt Plan Through Ch. 11
-----------------------------------------------------------------
The Reader's Digest Association, Inc. said August 17 it has
reached an agreement in principle with a majority of its senior
secured lenders on the terms of a restructuring plan to
significantly reduce its debt burden and strengthen the company
financially for the future.  The restructuring agreement provides
that the company's senior secured lenders will exchange a
substantial portion of the company's $1.6 billion in senior
secured debt for equity and provides for a transfer of ownership
of the company to the lender group.

The company has elected not to make a $27 million interest payment
due August 17 on its 9% Senior Subordinated Notes due 2017.
Instead, the company is using the 30-day grace period available on
the interest payment to continue discussions with its lender group
and other stakeholders regarding the terms of final documentation
and to gain additional support for the consensual de-leveraging
transaction.  Use of the 30-day grace period does not constitute a
default that permits acceleration of the Senior Subordinated Notes
or any other indebtedness.  In addition, RDA continues to be in
compliance with its financial covenants.  The company's business
operations remain strong, with anticipated Fiscal 2009 revenue
declines (not yet reported) in the low single digits, currency
neutral, despite the global recession.

As part of the agreement in principle, RDA anticipates
implementing the restructuring under court supervision through a
voluntary pre-arranged filing under Chapter 11 of the United
States Bankruptcy Code, which it expects to complete on an
expedited basis while operating business as usual.  During the 30-
day grace period, the Company will seek further consensus among
its lenders and other stakeholders in advance of such a filing to
facilitate the completion of RDA's restructuring objectives.

The agreement in principle includes a commitment from certain
members of the senior lender group to provide $150 million in new
money Debtor-in-Possession (DIP) financing, convertible into exit
financing upon emergence, which the company expects will ensure
sufficient liquidity during the reorganization process and beyond.
In addition to providing RDA with the necessary capital to emerge
from Chapter 11, the arrangement also establishes the substantive
terms of the $550 million in debt that will remain on RDA's
balance sheet upon emergence, a 75% reduction from the current
$2.2 billion in debt.

As a result of the agreement reached with a majority of the senior
lenders, the company expects that, subject to court approval, the
vast majority of its suppliers and vendors will recover in full
under a Chapter 11 plan.  The Chapter 11 filing will apply only to
the company's U.S. businesses -- its operations in Canada, Latin
America, Europe, Africa, Asia and Australia-New Zealand will not
be affected.  RDA's International operations are expected to have
adequate funding based on continuing operations and access to
proceeds from the DIP financing.

Mary Berner, RDA's President and Chief Executive Officer, said the
company will continue to operate normally throughout the
restructuring process.  "This agreement in principle with our
lenders follows months of intensive strategic review of our
balance-sheet issues to financially strengthen the company," she
said.  "We are gratified to have this support from our secured
lender group.  The company has strong brands and products, a
leadership position in many markets around the world and a solid
plan for the future.  Restructuring our debt will enable us to
have the financial flexibility to move ahead with our growth and
transformational initiatives."

"We also thank our sponsor Ripplewood Holdings, who has provided
inspired vision and stewardship over the last two and a half
years, including during this process," added Ms. Berner.  In March
2007, Ripplewood led a consortium of investors in a transaction
that resulted in the company's acquisition.  All of the members of
the company's Board of Directors who have served since the March
2007 acquisition, with the exception of Ms. Berner, have resigned
from the company's Board.  The two recently appointed directors
also continue to serve on the Board.

The company and the lenders recognize that the Board has chosen to
support a consensual and expedited process towards reorganization
that seeks to maximize creditor recoveries.  Further information
about the company can be found at http://www.rda.com/

               About The Reader's Digest Association

The Reader's Digest Association, Inc. is a global multi-brand
media and marketing company that educates, entertains and connects
audiences around the world. The company builds multi-platform
communities based on branded content. With offices in 44
countries, it markets books, magazines, and music, video and
educational products reaching a customer base of 130 million in 78
countries. It publishes 94 magazines, including 50 editions of
Reader's Digest, the world's largest-circulation magazine,
operates 65 branded websites generating 22 million unique visitors
per month, and sells approximately 40 million books, music and
video products across the world each year. Its global headquarters
are in Pleasantville, N.Y.

As of March 31, 2009, Reader's Digest had total assets of
$2,815,900,000 against debts of $3,499,800,000 for a stockholder's
deficit of $683,900,000.  The Company incurred a net loss of
$462,000,000 on $479,000,000 of revenues during the quarter ended
March 31, 2009.


REPROS THERAPEUTICS: May Need to Seek Bankruptcy Protection
-----------------------------------------------------------
Repros Therapeutics (Nasdaq:RPRX) on August 17 announced financial
results for the second quarter ended June 30, 2009 and provided a
company update.

Recent Events

On August 6, 2009, the Company announced that it received verbal
notice from the United States Food and Drug Administration (FDA)
during a teleconference with the Division of Reproductive and
Urologic Products that the Company's Investigational New Drug
Applications (INDs) for Proellex(R) had been placed on clinical
hold for safety reasons.  This action followed the Company's
voluntary decision to suspend dosing of all patients in its
clinical trials of Proellex(R) after discovering elevated liver
enzymes in a number of patients enrolled in the clinical trials.

On August 7, 2009, the Company received a letter from The Nasdaq
Stock Market advising that the Company's market value was below
the minimum $50,000,000 requirement for continued listing on the
Nasdaq Global Market.  The Company is provided 90 days until
November 5, 2009, to regain compliance, at which time the
Company's securities will be delisted from such market unless the
market value of the Company's securities listed on Nasdaq is
$50,000,000 or more for a minimum of 10 consecutive business days.
The letter also recited that the Company's total assets and total
revenue fell below certain required thresholds under related rules
and suggested that the Company consider applying for transfer of
its securities to the Nasdaq Capital Market, which has
substantially lower listing requirements.  The Company is
considering its options at this time and intends to take whatever
actions it can to best protect shareholder value, however, there
can be no assurance that the Company's securities will continue to
be traded on any of The Nasdaq Stock Market trading markets.

On August 7, 2009, R.M. Berry filed a putative class action
lawsuit naming the Company, Joseph Podolski, Paul Lammers, and
Louis Ploth, Jr. as defendants. The lawsuit is pending in the
United States District Court for the Southern District of Texas,
Houston Division. The lawsuit alleges that the defendants made
certain misleading statements related to the Company's Proellex
drug. To date, no proceedings of any kind have occurred in the
lawsuit, and an estimate of the possible loss or range of loss in
connection with the lawsuit cannot be made. The Company has
retained counsel to assist it in defending this action.

Liquidity and Going Concern Uncertainty

Note 1 of the Company's consolidated financial statements included
in its Annual Report on Form 10-K for the year ended December 31,
2008 includes disclosure regarding the substantial doubt about the
Company's ability to continue as a "going concern".  Additionally,
the report of its independent registered public accounting firm
included in the Annual Report on Form 10-K for the year ended
December 31, 2008 includes an explanatory paragraph that there is
substantial doubt about Repros' ability to continue as a "going
concern".  Repros also received a similar going concern opinion
for the year ended December 31, 2007.

Since its currently available cash and cash equivalents is not
adequate to meet its accounts payable and accrued expenses, the
Company has engaged a law firm that specializes in work-out and
bankruptcy matters to assist it in attempting to negotiate with
and reduce amounts owed to its vendors.  Several vendors have
ceased performing any work for the company and have notified the
Company of a claim against us and in one case filed suit for
payment of $147,000, which such vendor claims it is owed under
their agreement with the Company.

The Company intends, to the extent possible, to ensure that its
available cash is used for patient safety in connection with its
study closeout activities.  However, due to its constrained cash
position, the Company does not have sufficient funds at this time
to comply with all of its financial obligations under the
agreements with the clinical research organizations unless
acceptable work-out arrangements are completed.  "The
uncertainties relating to the foregoing matters raise substantial
doubt about Repros' ability to continue as a going concern," the
company said.

As of June 30, 2009, the Company had approximately $4.0 million in
cash and cash equivalents and its accounts payable and accrued
expenses were approximately $7.5 million.  Furthermore, as of
August 14, 2009, the Company had approximately $2.7 million in
cash and cash equivalents, and the amount of accounts payable and
accrued expenses were significantly higher than $7.5 million.

As a result, the amount of cash on hand is not sufficient to
continue to fund the Company's ongoing clinical trials of
Androxal(R), complete all necessary activities relating to the
suspension of its clinical trial program for Proellex(R), pay its
accounts payable and accrued expenses as well as its normal
corporate overhead and expenses.  Effective August 16, 2009, the
Company adopted a 50% salary reduction program for all salaried
employees in an effort to reduce expenses while maintaining its
current effort without diminution.  The Company is in the process
of exploring potential new financing alternatives that may allow
it to maintain its current reduced level of operations; however,
there can be no assurances that we will be successful in raising
any such funds on a timely basis or at all.  Significant
additional capital will be required for the Company to continue
development of either of its product candidates.  Failure to raise
sufficient funds in the immediate short term "will likely result
in the filing of bankruptcy and dissolution of the Company," the
Company said.

Financial Results

Net loss for the three month period ended June 30, 2009, was
($8.9) million or ($0.59) per share as compared to a net loss of
($6.1) million or ($0.48) per share for the same period in 2008.
The net loss for the six month period ended June 30, 2009 was
($15.6) million or ($1.03) per share as compared to a net loss of
($12.8) million or ($1.00) per share for the same period in 2008.
The increase in loss for both the three and six month periods
ended June 30, 2009 as compared to the same period in 2008 was
primarily due to an increase in clinical development activities
for Proellex and its general and administration expenses,
partially offset by decreased expenses in clinical development
activities for Androxal.

The Company has total assets of $8,197,000 against debts of
$7,481,000 as of June 30, 2009.

A full-text copy of the Company's news release is available for
free at: http://researcharchives.com/t/s?4210

                    About Repros Therapeutics

Repros Therapeutics focuses on the development of oral small
molecule drugs for major unmet medical needs that treat male and
female reproductive disorders.


RIVER ROAD: Sends InterContinental Chicago O'Hare in Ch. 11
-----------------------------------------------------------
According to Bloomberg News, River Road Hotel Partners LLC, owner
of the InterContinental Chicago O'Hare airport hotel filed for
bankruptcy in U.S. Bankruptcy Court in Chicago.  Based in Oak
Brook, Illinois, River Road listed assets of as much as $100
million and debt of as much as $500 million.

Chicago O'Hare airport hotel boasts of a contemporary art gallery
with monthly exhibits and a full-time curator.


RIVIERA HOLDINGS: June 30 Balance Sheet Upside-Down by $73 Million
------------------------------------------------------------------
Riviera Holdings Corp.'s balance sheet at June 30, 2009, showed
total assets of $203.21 million, total liabilities of
$276.27 million, resulting in a stockholders' deficit of
$73.06 million.

For three months ended June 30, 2009, the Company posted a net
loss of $13.51 million compared with a net income of $10.07
million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $14.54 million compared with a net income of $4.29 million for
the same period in 2008.

The Company stated that there is substantial doubt about its
ability to continue as a going concern.  The Company is currently
in default on its Credit Facility with Wachovia Bank, National
Association as of June 30, 2009.  If the Company's debt is
accelerated and the Company's long-term assets must be liquidated,
these assets may be impaired in comparison to current recovery
values.  The Company is carrying long-term assets based upon
management's assumptions related to its current intentions and
plans.

With the aid of its financial advisors and outside counsel, the
Company is negotiating with its various creditor constituencies to
refinance or restructure its debt.  The Company cannot assure that
it will be successful in completing a refinancing or consensual
out-of-court restructuring, if necessary.  If it is unable to do
so, the Company would likely be compelled to seek protection under
Chapter 11 of the U. S. Bankruptcy Code.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4208

                     About Riviera Holdings

Riviera Holdings Corp., through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino (Riviera Las Vegas) located on the Las Vegas Boulevard in
Las Vegas, Nevada.  The Company, through its wholly owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino (Riviera Black Hawk), a limited-stakes
casino in Black Hawk, Colorado.  Riviera Las Vegas comprises
approximately 1.8 million square feet, including 110,000 square
feet of casino space, a 160,000-square-foot convention, meeting
and banquet facility; 2,075 hotel rooms (including 177 luxury
suites) in five towers; three restaurants; a buffet; four
showrooms; a lounge, and approximately 2,300 parking spaces.
Riviera Black Hawk has 32,000 square feet of gaming space, parking
for approximately 520 vehicles, a 252-seat buffet, two bars and an
entertainment center with seating for approximately 400 people.

On March 31, 2009, Standard & Poor's Ratings Services lowered its
corporate credit and issue-level ratings for Riviera to 'D',
following the company's announcement that it did not pay the
roughly $4 million of accrued interest on the Company's
$245 million credit facility.


RUTH JONES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ruth Jones
        75 Beacon Hill Lane
        New Canaan, CT 06840

Case No.: 09-51596

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
            Groob Ressler & Mulqueen
            123 York Street, Ste 1B
            New Haven, CT 06511-0001
            Tel: (203) 777-5741
            Fax: (203) 777-4206
            Email: ressmul@yahoo.com

Total Assets: $10,900,000

Total Debts: $14,690,061

The petition was signed by Ms. Jones.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Am Trust Bank                                         $1,586,000
PO Box 74259                                          ($1,500,000
Cincinnati, OH 45274                                  secured)

American Express               Credit card purchases  $49,740
Centurion BK
The Optima Card

American Express               Credit card purchases  $22,000
Centurion BK
The Optima Card

Bank of America                                       $52,214

Bank of America                Line of credit         $336,000

Bank of America Home Loans     42/44 Urban Street     $174,000
                               New Canaan,           ($650,000
                               CT 06840               secured)
                                                     ($480,000
                                                      senior lien)

Chase Cardmember Service       Credit purchases       $31,912

Connecticut Community Bank     277 Old Stamford       $2,235,000
115 E. Putnam Avenue           Road New Canaan       ($1,700,000
Cos Cob, CT 06807              CT 06840                secured)

County Bank                    279 Old Stanford       $282,000
200 E. 42nd Street 9th Fl.     Road New              ($1,500,000
New York, NY 10017             Canaan, CT 06840       secured)
                                                     ($1,586,000
                                                      senior lien)

County Bank                    138 River Street       $266,000
200 E. 42nd Street 9th Fl.     New Canaan,           ($450,000
New York, NY 10017             CT 06840               secured)
                                                     ($312,000
                                                      senior lien)

County Bank                    50 Urban Street        $350,139
200 E. 42nd Street 9th Fl.     New Canaan,           ($550,000
New York, NY 10017             CT 06840               secured)
                                                     ($315,000
                                                      senior lien)

County Bank                    41 Hillside Avenue     $340,000
200 E. 42nd Street 9th Fl.     New Canaan,           ($600,000
New York, NY 10017             CT 06840               secured)
                                                     ($280,000
                                                      senior lien)

Discover Card                  Credit card purchases  $4,080

Edward Marcus, Esq.            Legal Services         $4,700

Ridgefield Bank Mortgage       75 Beacon Hill         $1,494,417
150 Danbury Road               Lane New              ($2,200,000
Ridgefield, CT 06877           Canaan, CT 06840       secured)
                                                     ($1,986,466
                                                      senior lien)

USA Bank                       277 Old Stamford       $198,000
                               Road New              ($1,700,000
                               Canaan, CT 06840       secured)
                                                     ($2,235,000
                                                      senior lien)

USA Bank                       145 River Street       $584,393
691 North Main Street          New Canaan            ($450,000
Port Chester, NY 10573         CT 06840               secured)

Wachovia Bank                  42/44 Urban Street     $101,000
                               New Canaan            ($650,000
                               CT 06840               secured)
                                                     ($654,000
                                                      senior lien)

Wachovia Bank                  384 White Oak          $150,000
                               Shade Road New        ($800,000
                               Canaan, CT 06840       secured)
                                                     ($700,000
                                                      senior lien)

Washington Mutal               994 Charlestown        $2,000,000
PO Box 78148                   Beach Road            ($1,500,000
Phoenix, AX 85062              Wakefield, RI 02879    secured)


SCHOLL FOREST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Scholl Forest Industries, Inc.
           fka Scholl Forest Industries, L.P.
           fka Scholl Forest Products
        6800 Pine Vista Lane
        Houston, TX 77092

Case No.: 09-35962

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Scholl Truss & Component, Inc.                     09-35963

Chapter 11 Petition Date: August 14, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: David A. Zdunkewicz, Esq.
                  Andrews & Kurth
                  600 Travis, Ste 4200
                  Houston, TX 77002
                  Tel: (713) 220-4200
                  Fax: (713) 238-7106
                  Email: dzdunkewicz@akllp.com

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

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

The petition was signed by Ward H. Scholl, the company's
president.

Scholl Forest Industries' List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Boise Cascade-Dallas                                  $646,000
Dept 0640
PO Box 120001
Dallas, TX 75312

Temple-Inland                                         $173,986

West Fraser (South), Inc.                             $130,694

Hampton Lumber Sales Company                          $83,054

Viking Forest Products, LLC                           $61,154

Weyerhaeuser                                          $55,514

Southern Lumber Company                               $54,953

Advantage Logistics Solutions                         $52,028

Dixie Plywood Company-Houston                         $50,969

Louisiana Pacific Corporation                         $47,955

Georgia-Pacific-Dallas                                $47,316

Martco Partnership                                    $43,834

Tomball Forest Ltd.                                   $40,759

Wood Perfect                                          $33,880

Eastex Forest Products                                $29,034

United Steel Products Co., Inc.                       $26,616

North Pacific Group                                   $25,499

Boozer Laminated Beam                                 $23,691

Huttig Building Products                              $23,422

Woodtone Building Material                            $22,798


SEAQUEST DIVING: Circuit Court Approves $2.7MM Claim Subordination
------------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit has ruled that a
$2.7 million unsecured claim in the Chapter 11 case of SeaQuest
Diving LP and general partner SeaQuest General Holdings LLC must
be subordinated because the claim arose from the rescission of a
purchase or sale of the debtors' security, according to Law360.

SeaQuest Diving, L.P. -- http://seaquestdivinglp.com/-- is a
privately held commercial diving services that performs underwater
emergency response services, sonar imaging, salvage and
abandonment operations, site surveys and debris removal, and
underwater inspection and construction services.  The Limited
Partnership and SeaQuest General Holdings, LLC, filed chapter 11
petitions (Bankr. S.D. Tex. Case Nos. 07-32068 and 07-32070) on
March 29, 2007, estimating their assets and debts in the range of
$1 million to $100 million.  Rodney L. Poirot, Esq., at Cavazos
Hendricks & Poirot, P.C., in Dallas, represents the debtors.

In their initial papers delivered to the bankruptcy court, the
Debtors listed S&J Diving, Inc., and Stan Jones as their largest
unsecured creditor, owed $2,742,015.  The Fifth Circuit's ruling
says this claim won't be paid unless and until all general
unsecured creditors' claims are paid in full.


SIMMONS CO: Bank Lenders, Noteholders Move Forbearance to Aug. 31
-----------------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company, has
reached an agreement with the majority of its senior bank lenders
and the majority of the holders of Simmons Bedding's $200.0
million 7.875% senior subordinated notes to extend their
forbearance periods from August 14, 2009 to August 31, 2009.

As reported by the Troubled Company Reporter on July 17, 2009,
Simmons Bedding did not make the scheduled interest payment of
$7.9 million due on July 15 on its $200.0 million 7.875% senior
subordinated notes.

Under the terms of Simmons Bedding's existing forbearance
agreement with the majority of the outstanding holders of the
Notes, the holders of a majority of the Notes have agreed to
refrain from exercising their rights and remedies under the Notes
with respect to such non-payment of interest.

The Company's cash on hand as of July 14 was roughly $62 million,
which was available to pay operating costs and expenses.

At March 28, 2009, the Company's balance sheet showed total assets
of $875.6 million and total liabilities of $1.2 billion, resulting
in a stockholders' deficit of about $367.0 million.

                   About Simmons Bedding Company

Atlanta-based Simmons Bedding Company -- http://www.simmons.com/-
- is one of the world's largest mattress manufacturers,
manufacturing and marketing a broad range of products including
Beautyrest(R), Beautyrest Black(R), Beautyrest Studio(TM),
BeautySleep(R), ComforPedic by Simmons(TM), Natural Care(R) and
Beautyrest Beginnings(TM). Simmons Bedding operates 19
conventional bedding manufacturing facilities and two juvenile
bedding manufacturing facilities across the United States, Canada
and Puerto Rico. Simmons Bedding also serves as a key supplier of
beds to many of the world's leading hotel groups and resort
properties.


SKINS INC: Files for Chapter 7 Liquidation in Delaware
------------------------------------------------------
Skins Inc. and its wholly owned subsidiary, Skins Footwear, Inc.
filed a voluntary petition in the Unites States Bankruptcy Court
for the District of Delaware, pursuant to Chapter 7 of Title 11 of
the United States Code.

As of August 17, the Bankruptcy Court has not yet been appointed a
trustee.  The bankruptcy trustee will be responsible for the
liquidation of the Companies' assets.

The Debtors have retained the services of Loizides, P.A., to
represent them in the bankruptcy proceedings.

In connection with the filings, Skins Inc. and Skins Footwear,
Inc. have ceased all business activity and operations.  Both
Companies believe that their assets will be insufficient to
satisfy the claims of creditors and it is unlikely that
shareholders of each company will be eligible to participate in
any distributions of the assets held by the respective Companies,
as a result of the bankruptcy.

As of March 31, 2009, the Company had $626,785 in assets against
debts of $2,991,088.

Skins' counsel may be reached at

     Christopher D. Loizides, Esq., at
     Loizides, P.A.,
     1225 King Street, Suite 800,
     Wilmington, DE  19801
     Phone: 302-654-0248

Skins Inc., a Nevada corporation with its corporate office located
in Hoboken, New Jersey, has designed and continues to develop a
patented two-part, footwear structure consisting of an outer
collapsible "Skin" and an inner orthopedic support section called
the "Bone."  The design is intended to allow consumers to purchase
one inner section, the Bone, and numerous outer Skins, resulting
in multiple style variations from the same pair of shoes, with the
same feel and fit despite which Skin is being worn.

Skins Inc. and its wholly-owned subsidiary, Skins Inc. and wholly
owned subsidiary filed for Chapter 7 on August 14, 2009 (Bankr. D.
Del. Case Nos. 09-12889 and 09-12888)


SPANSION INC: Court Won't Force Opening of Books to Tessera
-----------------------------------------------------------
Ethan Horwitz, a lawyer at King & Spalding representing Spansion
Inc., said that the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware has denied Tessera Inc.'s
request to look at the Company's books, Patrick Fitzgerald posted
at The Wall Street Journal blog, Bankruptcy Beat.

Bankruptcy Beat relates that the U.S. International Trade
Commission favored Tessera earlier this year in a case involving
patents associated with computer chip packaging.  The Commission,
overturning an earlier ruling, issued a ban on the import of the
infringing chips, and said that companies had to stop selling
products using the chips, Bankruptcy Beat states.  According to
the blog, Tessera said that Spansion has continued to infringe on
its patents by selling the products even after the Commission
issued its ruling.

A probe of Spansion's business was necessary to determine the
extent of the ongoing infringement of its patents, Bankruptcy Beat
says, citing Tessera.

Bankruptcy Beat relates that Spansion denied breaching the
Commission's order and said that Tessera is trying to use the
bankruptcy probe to gain an advantage in the patent dispute.

Spansion, according to Bankruptcy Beat, said that The Commission's
rulings would cost $500 million in sales and force the Company to
shut down production facilities.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Suspends Memorandum of Understanding With ASE
-----------------------------------------------------------
Lisa Wang at Taipei Times reports that Spansion Inc., as part of
restructuring efforts, has backed out of its memorandum of
understanding with Advanced Semiconductor Engineering Inc.

Taipei Times says that Spansion and ASE had planned to form a chip
testing and packaging venture.

According to Taipei Times, Spansion corporate marketing director
John Nation said that the restructuring will focus on cutting
costs, strengthening efficiency, and improving asset management.
The report quoted Mr. Nation as saying, "We signed the MOU last
year.  It did not go anywhere since we filed for Chapter 11
protection" in March.

Spansion wanted to achieve greater flexibility in its
manufacturing strategy by subcontracting part of capacities to
other companies, Taipei Times states, citing Mr. Nation.

Mr. Nation, according to Taipei Times, Spansion would keep its
partnership with contract chipmakers, including Taiwan
Semiconductor Manufacturing Co. and SMIC.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPORTSMAN'S WAREHOUSE: Emerges From Chapter 11 Bankruptcy
---------------------------------------------------------
Billings Gazette reports that Sportsman's Warehouse Inc. said on
Friday that it has exited Chapter 11 bankruptcy and has a new
source of capital.

According to Billings Gazette, Sportsman's Warehouse founder and
former CEO Stu Utgaard has stepped down as the top executive.

Billings Gazette relates that while bank debt forced Sportsman's
Warehouse to liquidate 23 stores and sell about 15 -- including
stores in Missoula, Helena, and Bozeman -- to a Canadian farmers'
cooperative, the stores in Billings and Casper remained open and
part of the Company.  The Sportsman's Warehouse bankruptcy
resulted in the laying off of almost 2,000 workers.

Private equity investment company Seidler Equity Partners is
investing an undisclosed amount of capital in the post-bankruptcy
Sportsman's Warehouse, Billings Gazette states.

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates has 29
stores selling indoors and outdoor gears and equipment.  The
Companies filed for Chapter 11 bankruptcy protection on March 20,
2009 (Bankr. D. Del. Bankr. Case No. 09-10990).  Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher assists the Companies in
their restructuring efforts.  Kurtzman Carson Consultants is the
Company's claims agent.  Roberta DeAngelis, U.S. Trustee for
Region 3, appointed seven members to the official committee of
unsecured creditors of Sportsman's Warehouse Inc.  Greenberg
Traurig LLP represents the Committee.  The Company listed assets
of $436 million against debt totaling $452 million as of
December 31, 2008.


STAMFORD INDUSTRIAL: Defers $1-Mil. Payment on Credit Agreement
---------------------------------------------------------------
Stamford Industrial Group, Inc., reports as of June 30, 2009, the
Company was in violation of its financial covenants under its
credit agreement and had been engaged in discussions with its
lenders to address such violations.

Pending the resolution of its dialogue with the lenders, the
Company elected not to make a required debt payment on June 30,
2009, to the lenders in an amount equal to $1.0 million,
representing an amortized payment of principal together with
interest due, even though it had sufficient cash to make such
payment.

As a result of its default status under the credit agreement, the
Company reclassified its $18.0 million loan balance due under the
credit agreement to current liabilities for the period ended
June 30, 2009.

Stamford Industrial also reports that on August 6, 2009, despite
continued dialogue with its lenders, Concord Steel, Inc., the
Company's wholly owned subsidiary, received a written notice from
the lenders under its credit agreement declaring that the
principal amount of all obligations of Concord under its credit
agreement had been accelerated and were immediately due and
payable as a result of Concord's defaults under the credit
agreement.  In addition, the lenders exercised their right to set
off the obligations against all funds contained in Concord's
principal deposit account with the administrative agent resulting
in Concord having limited and intermittent access to sufficient
funds to support its business operations causing a substantial
doubt about its ability to continue as a going concern.

On August 12, 2009, in connection with their ongoing efforts to
resolve defaults under the credit agreement, Concord, the Company,
Concord's subsidiaries and the lenders entered into a letter
agreement dated August 10, which provided for, among other things,
rescission of the termination of the revolver facility, the June
30 payment default being cured, and the application of all
existing funds of Concord and future incoming funds of Concord to
repay amounts outstanding under the term loan.  In addition,
Concord (i) consented to the lenders' acceleration of the term
loan as well the lenders' continuing ability to apply funds of
Concord as prepayments against the term loan; and (ii) waived any
and all claims it may have against the lenders.

On August 13, 2009, in connection with their ongoing efforts to
resolve defaults under the credit agreement, Concord, the Company,
Concord's subsidiaries and the lenders entered into a Third
Amendment and Temporary Waiver Agreement pursuant to which,
Concord's borrowing access under the revolver facility was
reinstated through and including September 12, 2009, solely for
purposes of making payments pursuant to a weekly budget that has
been approved by the lenders and granting a temporary waiver of
certain defaults and event of defaults under the credit agreement.

The Company and Concord expect to continue negotiations with the
lenders to modify the credit agreement in order to address
Concord's ability to continue to comply with the credit agreement
on an ongoing basis after the expiration of the reinstated
revolving facility so that Concord can continue to borrow under
the credit agreement beyond September 12, 2009.  The Company
cannot give any assurances that it has or can raise sufficient
funds to repay all of the outstanding amounts under the credit
agreement, that it will be able to successfully enter into an
amendment of the credit agreement satisfactory to Concord, the
Company and the lenders that will be effective after the
expiration of the reinstated revolving facility or that it will be
able to otherwise resolve outstanding matters with the lenders in
a manner satisfactory to Concord and the Company.  If the Company
is unable to enter into a further amendment of the credit
agreement in a manner satisfactory to it, the ongoing defaults
under the credit agreement and the exercise of the lenders'
available remedies under the credit agreement may require the
Company, Concord or Concord's subsidiaries to seek reorganization
or restructuring, including filing for protection under bankruptcy
laws or cease operations, which would have a material adverse
effect on the market price of the Company's common stock, its
business, financial condition and results of operations.

On Monday, the Company reported that net loss for the three months
ended June 30, 2009, was $44.3 million or $5.26 per diluted share
versus net income of $36.6 million or $3.81 per diluted share in
the comparable three months last year.  Net loss for the six
months ended June 30, 2009 was $45.2 million or $5.37 per diluted
share versus net income of $38.1 million or $3.97 per diluted
share for the six months ended June 30, 2008.

In a news statement, the Company said management has assessed its
deferred tax asset and currently believes the Company will not
likely realize sufficient taxable income in future years to
utilize its deferred tax assets, the Company has recorded a full
valuation allowance of approximately $41.6 million against its
deferred tax assets in the quarter ended June 30, 2009.  This
assessment is based on the realizability of its deferred tax
assets taking into consideration, among other things, Concord's
decrease in revenues, continued poor economic conditions, ongoing
discussions with the lenders under its credit agreement so that
Concord can continue to borrow under the Credit Agreement beyond
September 12, 2009, as well as recent events and related concerns
of whether the Company will be able to continue as a going
concern.

Stamford Industrial Group, Inc. -- http://www.Stamfordig.com/--
is working to build a diversified global industrial manufacturing
group through organic and acquisition growth initiatives that will
complement and diversify existing business lines.  Concord Steel,
Inc., its wholly owned subsidiary acquired in October 2006, is an
independent manufacturer of steel counter-weights and structural
weldments that are incorporated into a variety of industrial
equipment, including aerial work platforms, cranes, elevators and
material handling equipment.


TEMECULA VALLEY BANCORP: May Delay Ch. 7 Filing to Next Month
-------------------------------------------------------------
Temecula Valley Bancorp Inc. said its expects to file a Chapter 7
petition before the U.S. Bankruptcy Court for the Central District
of California in "late August or September 2009."

Temecula made the announcement on August 17.  The Company in late
July said that it was filing for bankruptcy by August 18.

Temecula Valley Bancorp Inc. served as the holding company for
Temecula Valley Bank.

On July 17, the California Department of Financial Institutions
closed Temecula Valley Bank and subsequently, the Federal Deposit
Insurance Corporation was appointed as receiver.  Subsequent to
the Bank closure and receivership, the FDIC informed the Company
that First-Citizens Bank and Trust Company, Raleigh, North
Carolina, assumed all of the deposits of the Bank, excluding those
from brokers, and purchased essentially all of the Bank's assets
in a transaction facilitated by the FDIC.

As a result, the Company has ceased all business activity and
operations since the Bank has been the Company's only source of
revenue.

Temecula Valley had total assets of $1,495,000,000 against debts
of $1,484,911,000 as of March 31, 2009.  However, some of these
assets belonged to the bank.

In a transaction with the FDIC, First-Citizens Bank and Trust
Company assumed all of the deposits and purchase essentially all
of the assets of Temecula Valley Bank.  As of May 31, 2009,
Temecula Valley Bank had total assets of $1.5 billion and total
deposits of approximately $1.3 billion.


TERPHANE HOLDING: Moody's Withdraws All 'Caa3' Ratings
------------------------------------------------------
Moody's Investors Service withdrew all of its ratings for Terphane
Holding Corporation for business reasons.

These ratings were withdrawn:

  -- Caa3 LGD 4, 51% rating for $76.5 million senior secured
     notes, due 2010

  -- Caa3 LGD 4, 51% rating for $6.5 million senior secured notes,
     due 2010

  -- Caa3 Corporate Family Rating

  -- Caa3 Probability of Default Rating

Moody's last rating action on Terphane occurred on July 31, 2009
when Moody's downgraded the corporate family rating to Caa3 and
the probability of default rating to Ca/LD.  Three days later, the
PDR and senior secured notes rating was upgraded to Caa3 in
accordance with Moody's policies regarding limited defaults.

Terphane Holding Corporation is a manufacturer of specialty
polyester films with technical support and manufacturing
operations in North America and South America.  Headquartered in
Cabo de Santo Agostinho, Pernambuco, Brazil, Terphane had revenues
of roughly $106 million for the twelve months ended March 31,
2009.


UBS AG: U.S. Extends Tax Probe to Hong Kong
-------------------------------------------
Carrick Mollenkamp at The Wall Street Journal reports that the
U.S. has extended its crackdown on UBS AG clients to Hong Kong.

U.S. Attorney Thomas P. O'Brien said in a statement that the
Justice Department and IRS were "aggressively pursuing those who
shirk their federal tax obligations by hiding funds in secret bank
accounts in Europe and Asia."

The Journal relates that a document filed by John McCarthy shows
the tax scheme relied in part on channeling funds to a Swiss UBS
account held in the name of a Hong Kong entity, the second time
accounts in the Asian financial hub have figured in these cases.
As reported by the Troubled Company Reporter on August 17, 2009,
Mr. McCarthy is a California client of UBS AG who will plead
guilty to a charge of failing to file a tax report for an offshore
bank account holding more than $1 million.  Mr. McCarthy opened a
Swiss account in 2003 under Hong Kong-based COGS Enterprises Ltd.
Mr. McCarthy failed to file a Foreign Bank and Financial Accounts
report.

According to The Journal, Jeffrey Chernick, who pleaded guilty in
July to filing a false tax return, admitted in a statement of
facts agreed with the Justice Department that he also used a Hong
Kong corporation and offshore bank accounts to conceal from the
IRS commissions paid for sales.

Citing people familiar with the matter, The Journal states that
the Hong Kong link is important, as the Justice Department and
Internal Revenue Service are using that as a clue of wrongdoing as
they go through some 250 names that UBS handed over to the U.S.
government.

The Journal notes that Hong Kong can be used as a legitimate tax-
planning jurisdiction that could proceed to mainland China.
Citing tax lawyers, The Journal relates that Hong Kong's corporate
legal system allows structures to be assembled with ease, in many
ways similar with how corporations are formed in the U.S. or
Europe, but the IRS might still face challenges probing
corporations set up in Hong Kong, which had once denied tax
information to other jurisdictions.

A Hong Kong government spokesperson said in a statement that Hong
Kong has "stringent and effective anti-tax avoidance legislation"
and doesn't have laws protecting bank secrecy.  According to The
Journal, a law that would align Hong Kong with international
standards on exchange of tax information was submitted to
lawmakers in July.

Some outside fiduciary advisers offered templates for setting up
offshore structures on behalf of UBS clients, The Journal reports,
citing a person familiar with the matter.

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

As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began.  The bank expects to post a loss in the
second quarter of 2009.  The bank's net loss for full-year 2008
widened to CHF19.697 billion from of CHF5.247 million in the prior
year.  Net losses from continuing operations totaled
CHF19.327 billion, compared with losses of CHF5.111 billion in the
prior year.  UBS attributed the losses to negative revenues in its
fixed income, currencies and commodities (FICC) area.  For the
2008 fourth quarter, UBS incurred a net loss of CHF8.100 billion,
down from a net profit of CHF296 million.  Net loss from
continuing operations was CHF7.997 billion compared with a profit
of CHF433 million.  The Investment Bank recorded a pre-tax loss of
CHF7.483 billion, compared with a pre-tax loss of CHF2.748 billion
in the prior quarter.  This result was primarily due to trading
losses, losses on exposures to monolines and impairment charges
taken against leveraged finance commitments.  An own credit charge
of CHF1.616 billion was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.

UBS said it will further reduce its headcount to 15,000 by the end
of the year.  UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.


UCBH HOLDINGS: Fitch Downgrades Issuer Default Rating to 'CC'
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of UCBH Holdings, Inc., and its bank subsidiary, United Commercial
Bank, to 'CC'.  A full list of ratings appears at the end of this
release.

The downgrade follows UCBH's announcement of preliminary second
quarter 2009 (2Q'09) results and the release of its regulatory
statements.  Due to the magnitude of the loss, the company's
capital ratios have significantly eroded and the bank subsidiary
is no longer considered 'well-capitalized' by regulatory
standards.  For sometime, Fitch has been concerned with UCBH's
capital position, given the company's current credit pressures and
that it remains highly exposed to commercial real estate in
problematic markets.  Considering the company's financial
pressures, Fitch anticipates that the company will likely be
subject to regulatory actions.

UCBH is exploring capital raising initiatives to strengthen its
capital position and to shore up the holding company's financial
resources.  However, Fitch views the prospects for raising equity
from external sources low given the level of UCBH's credit
challenges.  However, UCBH does remain in discussions with China
Minsheng Bank regarding a third stage investment in the company,
which could bring in some needed capital.

Fitch has maintained a recovery rating of 'RR6' on the preferred
and trust preferred securities of UCBH.  The 'RR6' implies
recovery between 0%-10% on these issues should the issuer fail or
default.  Fitch has also maintained a recovery rating of 'RR3' on
the uninsured deposits implying a recovery between 51%-70%.

UCBH is a $12.8 billion banking company headquartered in San
Francisco, with domestic operations in Atlanta, Boston, Houston,
New York City and Seattle and a growing presence in the greater
China region.  UCBH focuses on servicing the major Asian
communities in the U.S.

Fitch has downgraded these ratings;

UCBH Holdings, Inc.

  -- Long-term IDR to 'CC' from 'CCC';

United Commercial Bank

  -- Long-term IDR to 'CC' from 'CCC';
  -- Long-term deposits to 'CCC/RR3' from 'B-/RR3';
  -- Short-term deposits to 'C' from 'B'.

Fitch has affirmed these ratings:

UCBH Holdings, Inc.

  -- Short-term IDR 'C';
  -- Preferred stock 'C/RR6';
  -- Individual 'E';
  -- Support '5';
  -- Floor 'NF'

United Commercial Bank

  -- Short-term IDR 'C';
  -- Individual 'E';
  -- Support '5';
  -- Floor 'NF'

UCBH Trust Co.
UCBH Capital Trust I
UCBH Capital Trust II
UCBH Capital Trust III
UCBH Capital Trust IV
UCBH Capital Trust V
UCBH Holdings Statutory Trust I
UCBH Holdings Statutory Trust II

  -- Trust preferred securities 'C/RR6'.


VISTEON CORP: Court OKs Cash Collateral Until September 9
---------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Visteon Corporation and its
debtor affiliates to use cash collateral through September 9,
2009; or the date specified as the expiration date in any notice
of an event of default.

Pursuant to the Court's 6th Interim Order, the Debtors may use
Cash Collateral for payment of costs and expenses associated with
the operation of their businesses and the conduct of their
Chapter 11 cases in the amounts and categories of the Debtors'
expenditures, revenues and collateral base forecast, pursuant to
an agreed upon budget, a copy of which is available for free at:

         http://bankrupt.com/misc/Viateon_911Budget.pdf

A full-text copy of the Sixth Interim Cash Collateral Order is
available for free at:

     http://bankrupt.com/misc/Visteon_6thInterimCashColl.pdf

A hearing to consider final approval of the Debtors' request will
be held on September 9, 2009, at 1:00 p.m.  Objections must be
served no later than September 4, 2009.

                        About Visteon Corp.

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 and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Creditors Committee Supports Retiree Benefits Halt
----------------------------------------------------------------
Visteon Corp. and its affiliates assert that they cannot afford to
continue paying retirees health and life insurance benefits.  The
Debtors relate that they recognize the hardship that amending or
terminating retiree benefits will impose, particularly for the
minority of retirees who are not yet Medicare-eligible.  The
Debtors add that they have done everything possible to avoid
terminating those benefits.

"Over the past several years, the Sponsoring Debtors have
implemented steep cost cuts in other areas that, for the most
part, have affected the active workforce," Mark M. Billion, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
says.  He relates that since 2004, the Debtors have reduced their
U.S. workforce by 84%.  They have also reduced salaries and
benefits for both salaried and hourly employees, as well as for
retirees.

The Debtors do not deny that termination or amendment of the
health and life insurance benefits will impose hardship upon
their employees.  The Debtors admit that the Chapter 11 case has
imposed severe hardship on many different stakeholder groups due
to the Debtors' financial condition, the state of the automotive
supply industry against the backdrop of the U.S. and global
economy, and the needs of the Debtors to implement a
comprehensive and sustainable restructuring.

       Committee Supports Health Benefits Termination

The Official Committee of Unsecured Creditors says it is
sympathetic to the impact the termination of the other post-
employment benefits programs will have on retirees.  However, the
Committee asserts that contrary to the Objectors' protestation,
bankruptcy does not automatically shackle a debtor ad infinitum
to benefits obligations that it did not voluntarily accept
prepetition, especially of those obligations were not product of
clear back-and-forth collective bargaining.

"In light of the Sponsoring Debtors' financial distress and
present inability to access working capital, the [Creditors]
Committee believes that their decision to terminate historic 'at
will' OPEB programs . . . is a matter of business necessity and a
sound exercise of business judgment," says Gregory A. Taylor,
Esq., at Geddes, P.A., in Wilmington, Delaware, counsel for the
Committee.

Two additional letters were sent to the Court opposing the OPEB
Termination Motion.

                         IUE-CWA Exhibits

The International Union of Electronic, Electrical, Technical
Salaried, Machine, and Furniture Workers-Communication Workers of
America delivered to the Court exhibits in support of its
preliminary objection and supplemental objection to the OPEB
Termination Motion.  The Exhibits consist of (1) letters and
statements from IUE-CWA represented retirees, their
beneficiaries, and supporters in opposition to the Motion, and
(2) a Petition signed by IUE-CWA represented retirees, their
beneficiaries, and supporters in opposition to the Motion.  Full-
text copies of the Exhibits are available for free at:

       http://bankrupt.com/misc/Visteon_IUE_Petition.pdf
       http://bankrupt.com/misc/Visteon_IUE_Letters.pdf

                  Court Yet to Rule on Request

The Associated Press reported that after a two-day hearing, Judge
Sontchi told lawyers Friday, August 14, 2009, that he would take
into consideration the evidence and arguments presented with
respect to Visteon's retiree benefits.  Judge Sontchi though has
not a set a specific date for any ruling to be made.

"I feel that the record is sufficiently complex and the law is
sufficiently complex to require the court to thoroughly review
the record," the AP quoted Judge Sontchi as saying.

The AP added that any ruling could affect some 6,600 retirees and
their families, and about 1,000 future retirees.


                        About Visteon Corp.

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 and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes Alston & Bird AS Litigation Counsel
----------------------------------------------------------
Visteon Corp. and its affiliates seek the Bankruptcy Court's
authority to employ Alston & Bird LLP as special litigation
counsel pursuant to Section 327(e) and 328 of the Bankruptcy Code.

The Debtors want to engage Alston & Bird to represent them in
connection with the enforcement of Visteon's GPS portfolio,
namely U.S. Patent Nos. 5,544,060; 5,654,892; 5,680,312;
5,819,200; 8,832,408; 5,987,375; 6,029,110; 6,088,649; 6,097,316;
6,212,472; 6,212,473; 6,366,853; 6,591,185; and 6,820,238.  The
Debtors seek to retain Alston & Bird with respect to the
prosecution of all claims for infringement of the Patents that
the Firm agrees to prosecute.

The Debtors tell the Court they have selected Alston & Bird
because of the firm's extensive experience and knowledge in the
various areas of practice as to which its continued
representation is sought.

The Debtors propose to pay Alston & Bird based according to this
fee structure:

  (A) The Debtors will pay Alston & Bird a percentage of the
      Adjusted Gross Recovery.  The applicable percentage of the
      Adjusted Gross Recovery will depend on the stage at which
      the recovery is obtained:

         (1) If the Adjusted Gross Recovery is obtained before
             any deposition is taken by any party in the Visteon
             Patent Lawsuits, then the Debtors will pay Alston &
             Bird, as fees for services, 20% of the Adjusted
             Gross Recovery.

         (2) If the Adjusted Recovery is obtained after any
             deposition is taken by any party in the Visteon
             Patent Lawsuits, but before the close of discovery,
             then the Debtors will pay Alston & Bird, as fees
             and services, 30% of the Adjusted Gross Recovery.

         (3) If the Adjusted Gross Recovery is obtained any time
             after the beginning of trial in the Visteon Patent
             Lawsuits, then the Debtors will pay Alston & Bird,
             as fees for services, 40% of the Adjusted Gross
             Recovery.

  (B) Alston and Bird agrees to credit the Debtors, against the
      prepetition fees already paid by the Debtors.

  (C) It is also a condition of employment and portion of the
      compensation to which Alston & Bird will be entitled to
      that a related compromise and settlement is approved by
      the Court for the waiver and release of any claim for
      recovery of any transfer for any of the prepetition
      compensation paid to Alston & Bird for work performed
      before the Petition Date.

Gross Recovery will include all items of value received by the
Debtors as a result of the Visteon Patent Lawsuit prosecuted by
Alston & Bird.

The Debtors also intend to reimburse Alston & Bird for 50% of
certain actual and necessary expenses incurred by the firm.  The
remaining 50% of the expenses will be borne by Alston & Bird.
All expenses borne by the Debtors and Alston & Bird will be
recouped out of any recovery.

The Debtors have paid Alston & Bird $294,354 for professional
services performed incurred during the 90-day period prior to the
Petition Date.

William M. Atkinson, Esq., at Alston & Bird LL, in Charlotte,
North Carolina, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

A full-text copy of Alston & Bird's Engagement Agreement is
available for free at:

        http://bankrupt.com/misc/Visteon_A&BEngagement.pdf

                        About Visteon Corp.

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 and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes to Settle Avoidance Claims vs. Alston
------------------------------------------------------------
In the months leading up to the Petition Date, the Debtors hired
Alston & Bird LLP to advise them concerning the scope of their
GPS Patent portfolio and to begin certain suggested enforcement
efforts.  Those efforts, the Debtors note, were the result of an
hourly engagement and led to the identification of several
entities in need of a license from them.

As a result of those efforts, the Debtors say it paid Alston &
Bird $294,354 in fees and expenses, which amount may be claimed
to be avoidable transfers.

Since Alston & Bird's enforcement efforts are not yet complete,
the Debtors seek the Court's authority to engage Alston & Bird to
continue to work on a contingent fee basis.

According to the Debtors, Alston & Bird has agreed to represent
them and to give credit against the agreed upon contingency fee
equal to the prepetition fees and expenses, so long as all of the
Debtors' claims against the prepetition fees and expenses are
released.

In exchange for Alston & Bird representing the Debtors on a
contingent fee basis and giving the Debtors a credit against any
fees owing totaling $294,354, the Debtors and their
representatives waive, release, resolve, compromise and settle
any and all claims arising under Chapter 5 of the Bankruptcy Code
in connection with the amounts paid prior to the Petition Date.

                        About Visteon Corp.

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 and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WAVE SYSTEMS: June 30 Balance Sheet Upside-Down by $5.69 Million
----------------------------------------------------------------
Wave Systems Corp.'s balance sheet at June 30, 2009, showed total
assets of $2.85 million and total liabilities of $8.54 million,
resulting in a stockholders' deficit of about $5.69 million.

For three months ended June 30, 2009, the Company posted a net
loss of $343,752 compared with a net loss of $5.63 million for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.86 million compared with a net loss of $11.64 million for
the same period.

                        Going Concern Doubt

Wave has incurred substantial operating losses since its
inception, and as of June 30, 2009, has an accumulated deficit of
$346.55 million.  Wave is expecting to incur an operating loss for
the calendar year 2009.  As of June 30, 2009, Wave had negative
working capital of $5,902,916.

Wave has begun market introduction of its security and broadband
media distribution software products and has signed initial
distribution contracts for these applications.  However, due to
the early stage nature of this market, it is unlikely that Wave
will generate sufficient revenue to cover all of its cash flow
needs to fund its operating requirements for the twelve-months
ending June 30, 2010.

Wave projects that it has enough liquid assets to continue
operating through February 2010.  Wave estimates that it will need
a minimum of approximately $2,000,000 of additional cash from a
combination of revenue growth, expense reductions and additional
financings, to fund operating expenses and capital expenditures
for the twelve-months ending June 30, 2010.

If Wave is not successful in raising the needed capital, or is not
successful in executing its business plan, Wave could be forced to
cease operations or merge with or sell its business to another
company.  No assurance can be provided that any of these
initiatives will be successful.  Due to Wave's current cash
position, its capital needs over the next year and beyond, the
fact that Wave has not at this time secured enough financing to
fund operations through June 30, 2010, and beyond, and the
uncertainty as to whether Wave will achieve its sales forecast for
its products and services, substantial doubt exists with respect
to Wave's ability to continue as a going concern.

A full-text copy of the Company's Form 10-Q is avaialble for free
at http://ResearchArchives.com/t/s?4207

                       About Wave Systems

Headquartered in Lee, Massachusetts, Wave Systems Corp. (Nasdaq:
WAVX) -- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.


WCI COMMUNITIES: Proposes Chetrit as Lead Bidder for Pompano Condo
------------------------------------------------------------------
Dawn McCarty at Bloomberg News reports that WCI Communities Inc.
is seeking approval from the U.S. Bankruptcy Court for the
District of Delaware to hold a Sept. 22 auction for the sale of a
Pompano Beach, Florida, condominium complex.  The Company has
selected Chetrit Group LLC, which has offered $46.7 million, as
lead bidder at the auction.  WCI said the subject property was up
for sale for several months and it received at least 15 written
bids from interested buyers.  After reviewing all offers, the
Company has determined that Chetrit currently has the best offer
for the property.  The Court will consider approval of the
proposed sale process on September 2.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WILLIAMS COAL: Has Distributable Income of $1.68MM for Q2
---------------------------------------------------------
Williams Coal Seam Gas Royalty Trust filed with the Securities and
Exchange its financial statements for the three-month and six-
month periods ended June 30, 2009, which was prepared by Bank of
America, N.A., as Trustee of the Trust.

The Trust disclosed distributable income of $1,687,693 for three
months ended June 30, 2009, and income of $3,605,529 for six
months ended June 30, 2009.

In the opinion of the Trustee, all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the
assets, liabilities and trust corpus of the Trust as of June 30,
2009, the distributable income for the three-month and six-month
periods ended June 30, 2009 and 2008, and the changes in trust
corpus for the six-month periods ended June 30, 2009 and 2008,
have been included.  The distributable income for the interim
periods is not necessarily indicative of the distributable income
for the full year.

The Trust said that there is substantial doubt regarding the
Trust's ability to continue as a going concern.  The Trust added
that the computed value could be negatively impacted by future
revisions to the underlying reserve estimates.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4209

On March 12, 2009, Ernst & Young LLP in Tulsa, Oklahoma expressed
substantial doubt about the Trust's ability to continue as a going
concern after auditing the Company's financial statements for the
fiscal years ended Dec. 31, 2008, and 2007.  The auditor noted
that the 2009 commodity price outlook and the resulting possible
impact on the termination events pursuant to the terms of the
Trust Agreement.

                   About Williams Coal Seam Gas

Williams Coal Seam Gas Royalty Trust (NYSE:WTU) was formed to
acquire and hold certain net profits interests in proved natural
gas properties located in the San Juan Basin of New Mexico and
Colorado owned by Williams Production Company.  The assets of the
Trust, other than cash and cash equivalents held for the payment
of expenses and liabilities and for distribution to Unitholders,
are the Royalty Interests.  The Royalty Interests consist
primarily of a net profits interest in the Underlying Properties.
The NPI generally entitles the Trust to receive 60% of the NPI Net
Proceeds attributable to gas produced and sold from WPC's net
revenue interests in the properties, in which WPC has a working
interest and the revenue stream received by WPC attributable to
its 35% net profits interest in 5,348 gross acres in La Plata
County, Colorado.


YRC WORLDWIDE: S&P Affirms 'CCC' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc.  S&P also removed
the ratings from CreditWatch, where S&P had placed them with
negative implications on April 24, 2009.

YRCW employees represented by the IBT have ratified amendments to
its existing labor agreement, which include a 5% further wage
reduction and an 18-month suspension of union pension fund
contributions.  The pension contributions will not accrue during
this period.  YRCW estimates these modifications will generate
about $45 million in monthly savings in 2009 and $50 million in
2010.

For the quarter ended June 30, YRCW reported revenues of
$1.3 billion, down 45% versus 2008 and pretax losses of
$369 million.  Pricing, as measured by total revenue per
hundredweight, was down substantially in the YRC National and YRC
Regional segments, largely due to lower fuel surcharge revenues.
The company also recorded a goodwill impairment charge related to
its Shanghai Jiayu Logistics acquisition, which it completed in
August 2008.

The outlook is negative.  "We expect recent modifications to the
company's labor agreement to result in marginal cost savings and
asset sales to generate modest cash flow," said Standard & Poor's
credit analyst Anita Ogbara.  Still, customer attrition, weak
tonnage, and a competitive less-than-truckload pricing environment
will continue to constrain YRCW's earnings and cash flow.

"We could lower the ratings if its liquidity position deteriorates
further due to covenant concerns and access to capital becomes
further constrained," she continued.  S&P is unlikely to revise
the outlook to stable in the near term.


* Chinese Auto Suppliers Likely to Emerge as Global Consolidators
-----------------------------------------------------------------
PRTM is releasing the findings from its global study of more than
350 automotive suppliers to determine the winners and losers in
the consolidation of the automotive supply industry.

Chinese and the largest global European suppliers scored highest
on PRTM's global buyer scale, indicating these suppliers will
likely buy other suppliers that are distressed, as a result of the
global automotive industry downturn.  For instance, Guangzhou
Automotive Components, a division of the highly profitable 51%
state-owned automobile manufacturer Guangzhou Automobile Industry
Group Co. in Guangzhou, China, and Weichai Power Co., a state-
owned diesel-engine manufacturer in Weifang, China, appear on
PRTM's global top 10 buyer list.  Guangzhou already has an active
M&A history in buying automotive assemblers and suppliers.  The
South Chinese company is also a joint-venture partner of Toyota
Motor Corp. and Honda Motor Co. in China.

Weichai Power and Toyota Keiretsu suppliers, such as Denso Corp.,
Toyota Boshoku Corp. and Aisin Seiki Co., are also on the top 10
buyer list, along with large, global European suppliers like ZF
Friedrichshafen AG, SKF Group, and BASF AG.

However, Dietmar Ostermann, global lead director for PRTM's
automotive industry practice and author of this study, adds:
"Despite the fact that Toyota Keiretsu suppliers show very well as
potential buyers in our study and have the financial strength and
capability to be a consolidator, we don't expect them to be very
busy with M&A activities. It is counter-cultural to Toyota, and I
expect they will continue to grow organically or engage in joint
ventures."

Only one U.S. supplier, PPG Industries, Inc., appears on the top
10 global buyer list. PPG, located in Pittsburgh, Pa., is a glass
and paint manufacturer that serves the auto industry, but is also
highly diversified into several other industry sectors.  PRTM
predicts that several of the remaining 31 largest global North
American suppliers are most likely headed for bankruptcy or buy-
out.  Earlier this year, Lear Corp., Metaldyne Corp. and Visteon
Corp., among others, filed for Chapter 11 bankruptcy protection.
Other prominent U.S. auto suppliers, such as American Axle &
Manufacturing Holdings, Inc., a large General Motors Co. axle and
drive shaft supplier, could follow suit, predicts PRTM.

Interestingly, in North America, the risk of failure is higher for
the 31 largest global 100 suppliers than the next largest 30
suppliers.  "This is, in part, because the large, global North
American suppliers have been under more intense scrutiny from auto
manufacturers, and several of them are tied to Chrysler and
General Motors," says Ostermann.

The intensity of bankruptcies and consolidation is anticipated to
be strongest in the chassis (brakes, steering, axles, suspensions,
etc.) and electrical/electronics (wire harnesses, switches, door
systems, etc.).  Chassis systems are usually capital investment-
intensive and, thus, more impacted by volume declines, whereas
electronic systems represent the future of the vehicle industry
and many suppliers are trying to add electronic capabilities to
their respective automotive systems.  In fact, PRTM studied the
accelerating pace of the most recent 122 supplier bankruptcies and
found that a significant number were chassis system suppliers,
such as Metaldyne, Hayes Lemmerz International, Inc., Contech and
J.L. French.

"Pair that with the relatively unconsolidated supply base with
over 120 chassis suppliers of relevant size globally and the fact
that this segment has the largest number of strong potential
buyers and weak potential bankruptcy candidates, and it tells you
that the M&A pressure will be highest in chassis systems,"
Ostermann says.

The study covered 357 global suppliers from North America, Europe,
South America, China, India, Japan and South Korea and was
conducted by a global PRTM team between February and July 2009.
It evaluates more than 20 financial and qualitative criteria, such
as cash flow and ownership structure.  For the complete findings
or to schedule a discussion with a PRTM automotive expert, contact
Danielle Bernier at dbernier@prtm.com or +1 781.434.1206.

Since 1976, PRTM has created a competitive advantage for its
clients by changing the way companies operate.  PRTM's management
consultants work with senior executives to develop and implement
innovative operational strategies that deliver breakthrough
results.  The firm is a leader in operational strategy, supply
chain, product development, and customer value management.  PRTM
has 18 offices worldwide and serves major industry and global
public sectors.


* Farm Values Rebound in Central U.S., Kansas City Fed Says
-----------------------------------------------------------
Farmland values and credit conditions are improving as investors
show interest in rural properties, Bloomberg reported, citing the
Kansas City Federal Reserve Bank.  Land values in the bank's
region, which covers parts of seven central and western U.S.
states, are steady to higher than a year ago, the bank said Aug.
14.  A majority of farmers surveyed by the Kansas City Fed said
farmland values will stay stable in the next few months.  Farmland
prices in the U.S. averaged $2,100 an acre at the start of 2009,
down 3.2% from a year earlier, the first decline since 1987.


* Station Casinos, Cooper-Standard Led Bankruptcies Since Mid-July
------------------------------------------------------------------
Two mega cases were filed since mid-July 2009:

     -- casino operator Station Casinos Inc., with $5,725,001,325
        in total assets and $6,482,637,653 in total debts.

     -- auto parts maker Cooper-Standard Holdings Inc. and its
        12 affiliates, with $1,733,017,000 in total assets and
        $1,785,039,000 in total debts; and

The number of bankruptcy filings by companies with assets
exceeding $1 billion has increased to 17 since April 16.  Real
estate developer Opus West Corp., with $1,275,334,000 in total
assets and $1,462,328,000 in debts as of May 31; and car parts
maker Lear Corp., which reported $1,270,800,000 in total assets
and $4,536,000,000 in total debts, filed for bankruptcy during
the 30-day period ended July 15.  During the 30-day period ended
June 15, seven companies with assets exceeding $1 billion, filed
for bankruptcy, led by automaker General Motors and amusement park
operator Six Flags.  During the 30-day period ended May 15, six
companies with assets exceeding $1 billion sought bankruptcy
protection, led by Chrysler LLC, the U.S.'s third largest auto
manufacturer, mall owner General Growth Properties, mortgage
lender Thornburg Mortgage, and wheels maker Hayes Lemmerz.

                                                 Total      Total
                      Petition  Bankruptcy      Assets      Debts
    Company             Date    Court        ($ in MM)  ($ in MM)
    -------           --------  ----------   ---------  ---------
  AbitibiBowater      04/16/09  Delaware        $9,900     $8,700
  General Growth      04/16/09  Manhattan      $29,500    $27,200
  Source Interlink    04/27/09  Delaware        $2,400     $1,900
  Chrysler LLC        04/30/09  Manhattan      $39,300    $55,200
  Thornburg Mortgage  05/01/09  Maryland       $24,400    $24,700
  Hayes Lemmerz       05/11/09  Delaware        $1,300     $1,400
  ION Media           05/19/09  Manhattan       $1,855     $1,936
  Visteon             05/28/09  Delaware        $4,577     $5,324
  General Motors      06/01/09  Manhattan      $82,290   $172,810
  Fontainebleau       06/09/09  S. Florida   More Than  More than
     Las Vegas                                   $1 Bil.    $1
Bil.
  Crescent Resources  06/10/09  W. Texas     More Than  More than
                                                 $1 Bil.    $1
Bil.
  Six Flags           06/13/09  Delaware        $2,907     $3,432
  Extended Stay       06/15/09  Manhattan       $7,100     $7,600
  Opus West Corp.     07/06/09  N. Texas        $1,275     $1,462
  Lear Corp           07/07/09  Manhattan       $1,271     $4,536
  Station Casinos     07/28/09  Nevada          $5,725     $6,482
  Cooper-Standard     08/04/09  Delaware        $1,733     $1,785

Lehman Brothers Holding Corp. remains the biggest corporate bust
in history.  Lehman, which filed in 2008, had $639,000,000,000 in
total assets and $613,000,000,000 in total debts at that time of
its filing.

General Motors is the biggest bankruptcy of 2009, thus far.

Of the 17 mega cases filed since April 15, six cases went to
Delaware and another six cases went to Southern District of New
York in Manhattan.

     (A) Station Casinos

Station Casinos Inc., based in Las Vegas, and 17 affiliates
commenced prepackaged bankruptcy proceedings before the U.S.
Bankruptcy Court for the District of Nevada on July 28, 2009.
Judge Gregg W. Zive handles the cases.

Station Casinos is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos owns and operates: (i) Palace Station, (ii)
Boulder Station, (iii) Texas Station, (iv) Sunset Station, (v)
Santa Fe Station Hotel & Casino, (vi) Red Rock, (vii) Fiesta
Rancho Casino Hotel, (viii) Fiesta Henderson Casino Hotel, (ix)
Wild Wild West, (x) Wildfire Casino, (xi) Wildfire Casino -
Boulder Highway, formerly known as Magic Star Casino, (xii) Gold
Rush Casino, and (xiii) Lake Mead Casino.

Paul S Aronzon, Esq.; Thomas R Kreller, Esq.; Samir Parikh, Esq.;
and Adam Moses, Esq., at Milbank, Tweed, Hadley & McCloy LLP in
Los Angeles, serve as bankruptcy counsel.  Bruce Thomas Beesley,
Esq., and Laury Macauley, Esq., at Lewis and Roca LLP, in Reno,
serve as local counsel.  Lazard Freres & Co. LLC are the
investment bankers.  Kurtzman Carson Consultants LLC are the
claims agent.

Pursuant to an agreement with the Company's senior secured
lenders, none of the Company's casino operating subsidiaries or
affiliates were included in the Chapter 11 filings.  When it filed
for bankruptcy, the Company had in place an agreement with its
senior secured lenders that permits it to borrow, as needed, up to
$150 million of cash from one of its non-operating subsidiaries.

Station Casinos engaged in extensive restructuring efforts for
more than 10 months prior to filing for bankruptcy.  Tamara Audi
at The Wall Street Journal said Station Casinos filed for
bankruptcy after failing to reach a prearranged agreement with its
lenders.  According to WSJ, bondholders hold $2.3 billion of
Station Casinos' $5.7 billion debt.  WSJ notes that the lack of an
agreement with bondholders could mean a long haul in bankruptcy
court, but Station Casinos Chief Accounting Officer Tom Friel said
that "all the lenders are on board" with the move to file.

According to WSJ, Mr. Friel said that after months of talks, "we
feel it's helpful to have the formal court process to resolve some
of the issues."

On February 23, 2009 Boyd Gaming made a $950 million offer to
acquire a significant portion of Station Casinos.  The offer was
to purchase 14 of the 18 casinos owned and operated by Station in
the Las Vegas area.  Station would only retain four Station
casinos: Palace, Boulder, Sunset and Red Rock casinos. Boyd
expressed an interest in continued discussion to acquire some of
the final four properties.

     (B) Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a global automotive supplier specializing in the manufacture and
marketing of systems and components for the automotive industry.
Products include body sealing systems, fluid handling systems and
NVH control systems.  The Company is one of the leading suppliers
of chassis products in North America, with about 14% of market
share.  The Company's main custoemrs include Ford Motor Company,
General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda,
among other automakers.

Cooper-Standard Holdings Inc., f/k/a CSA Acquisition Corp., and 12
affiliates sought chapter 11 creditor protection on August 4
before the U.S. Bankruptcy Court for the District of Delaware.
Judge Peter J. Walsh handles the cases.

Canadian subsidiary, Cooper-Standard Automotive Canada Limited,
has also sought relief under the Companies' Creditors Arrangement
Act in the Ontario Superior Court of Justice in Toronto, Ontario,
Canada.

Gary L. Kaplan, Esq., Richard Slivinski, Esq., and Peter B.
Siroka, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP, in
New York; and Mark D. Collins, Esq., Michael J. Merchant, Esq.,
and Chun I. Jang, Esq., at Richards, Layton & Finger PA in
Wilmington, serve as counsel.

Alvarez & Marsal are the financial advisors.  Lazard Freres & Co.
are the investment bankers.  Kurtzman Carson Consultants LLC are
the claims agent.

Certain of the Company's current lenders agreed to provide the
Company with up to US$175 million in debtor-in-possession (DIP)
financing -- consisting of a US$175 million superpriority delayed
draw term loan facility plus a US$25 million standby uncommitted
single draw term loan facility.

Cypress Group and Goldman Sachs Capital Partners Funds bought
Cooper-Standard in 2004 for US$1,165,000,000 in cash.  To finance
the acquisition, the Company accessed US$125 million of revolving
credit, and term loan facilities aggregating US$350 million.

Cooper-Standard also amassed debt in connection with its 2006
purchase of fluid handling businesses in North America, Europe and
China from ITT Industries Inc. for approximately US$202 million;
and a 2007 deal to buy nine Metzeler Automotive Profile Systems
sealing operations in Germany, Italy, Poland, Belarus, Belgium,
and a joint venture interest in China from Automotive Sealing
Systems S.A.

Allen J. Campbell, vice president and CFO of Cooper-Standard,
said, "The current and unprecedented global economic crisis has
had a crushing effect on the automotive industry and ultimately
the Company's business."  Automotive sales in the U.S. have
declined significantly in 2008 and 2009.

"Restructuring the Company's balance sheet to align with the new
automotive marketplace is the right decision at the right time,"
said James S. McElya, Chairman and Chief Executive Officer of
Cooper-Standard.

                             Notable Filers

During the past 30 days, two chapter 11 cases involving companies
with assets between $100 million and $500 million were filed --
Arclin US Holdings Inc., CommerceConnect Media Holdings, Inc., and
ProtoStar Ltd.  A fourth case, Meridian Automotive Systems, Inc.,
went straight to chapter 7 liquidation.

In contrast, during the past 30 day ended mid-July, there was a
rise in bankruptcy filings among companies with assets between
$100 million and $500 million.  There were 16 filers the past 30
days compared to 10 during the 30-day period ended June 15.

Jeweller Finlay Enterprises Inc. was the lone chapter 11 case
involving assets between $500 million and $1 billion that was
filed since mid-July.


* CSC Launches Bankruptcy Tracking Service to Help Limit Losses
---------------------------------------------------------------
As the number of bankruptcies surge to record heights, banks, and
financial institutions are searching for ways to protect
themselves and suppress their losses.  Corporation Service Company
has launched Bankruptcy Tracker that sends companies nearly-
instant notification if one of their customers has filed for
bankruptcy.

With this new service from CSC, financial institutions can receive
prompt notice of relevant bankruptcy filings.  This advance notice
enables them to respond to proof of claim filing and other
deadlines, and to assertively monitor and protect their interests.
According to the American Bankruptcy Institute, the number of
consumer bankruptcies reached the highest mark since the fall of
2005.  In July alone, 126,434 bankruptcies were filed,
representing a 34% increase over July of 2007 and an 8% increase
over June's filings.  It is no surprise that businesses are also
failing at a record pace.  In the first quarter, 14,319 businesses
filed for bankruptcy protection, representing the most active
quarter in more than 15 years.

With CSC's new Bankruptcy Tracking service, banks can monitor
their debtors and receive notification if one files in any
bankruptcy court.  When a bankruptcy is filed against a lender's
debtor, CSC will send a prompt email alert with key information
about the filing.  With this information, banks can act quickly to
ensure their losses are minimized or altogether prevented.

"When it comes to dealing with a debtor's bankruptcy, any delay in
responding can be costly.  Too often, notices of bankruptcy are
not routed to the correct person in time to properly respond,"
said Mark Rosser Vice President with CSC.  "With this new service
from CSC, financial institutions can receive prompt notice of
relevant bankruptcy filings.  This advance notice enables them to
respond to proof of claim filing and other deadlines, and to
assertively monitor and protect their interests."

                          About CSC

Corporation Service Company -- http://www.cscglobal.com-- is a
privately owned service organization that provides matter
management, corporate compliance, and trustee services for
companies and law firms worldwide; domain name management and
brand identity protection services for top global brands; and due
diligence and transactional services for the world's largest
financial institutions.  CSC has more than 1,000 employees located
throughout North America and Europe and is one of the largest
registered agent service providers in the United States.


* Ellsworth Joins Kurtzman as Part of Administar Consolidation
--------------------------------------------------------------
Kurtzman Carson Consultants LLC said Owen Ellsworth has joined KCC
as a corporate restructuring services consultant.  Mr. Ellsworth
brings extensive experience in corporate bankruptcy and finance to
his new role, contributing to the professional-level expertise of
KCC's consulting staff.  Mr. Ellworth's move to KCC signals the
latest progression in the firm's consolidation of Administar's
bankruptcy practice, which is also owned by financial services
provider Computershare. The integration of KCC and Administar
bankruptcy practice began in June 2009 to maximize synergies of
the two groups.

"We are delighted that Owen has decided to join the KCC team and
welcome the industry expertise and knowledge that he brings," said
Eric Kurtzman, KCC's CEO and Co-Founder. "His addition to KCC's
growing restructuring services department represents another step
in our efforts to consolidate Administar's bankruptcy practice
under the KCC umbrella, as we move forward in combining the
strengths and efficiencies of both companies."

In his former position at Administar, Mr. Ellsworth participated
in Chapter 11 client engagements such as Allied Holdings, JHT
Holdings Inc. and Nutritional Sourcing Corporation.  Previously,
Mr. Ellsworth was responsible for strategy and product management
for JPMorgan Chase Bank's Bankruptcy and Settlement Services
Group, as well as financial management at Chase Manhattan Bank.
An active member of the American Bankruptcy Institute and
Turnaround Management Association, Mr. Ellsworth earned a Bachelor
of Science degree in Applied Economics and Business Management
from Cornell University in New York.

In the past year, KCC's staff expanded by 150% to remain ahead of
the growing demand for claims and noticing services driven by the
recent rise of Chapter 11 filings. KCC continues to expand its
infrastructure and operational capacity in anticipation of
continued Chapter 11 filings due to the current economic lull.
KCC's growing roster of clients includes Cooper-Standard Holdings,
Charter Communications, General Growth Properties, Lear
Corporation, Six Flags, Visteon, among many others.

                             About KCC

Founded in 2001, Kurtzman Carson Consultants LLC, a Computershare
company, is a claims and noticing agent providing administrative-
support services and technology solutions to companies undergoing
corporate restructuring.  With offices in Los Angeles, New York
and Memphis, KCC has established a reputation for industry
expertise, highly responsive client service and industry-leading
technologies.  Corporate America's industry leaders have relied on
KCC for their business-critical data management needs. A pioneer
of web-based technology for the legal and financial markets, KCC
has been recognized for its innovative business model, company
growth and industry leadership.


* Former Greenberg Taurig Shareholder Joins Alston & Bird
---------------------------------------------------------
Alston & Bird LLP reported that John Weiss, a former shareholder
at Greenberg Traurig, LLP, has joined Alston & Bird's New York
office as a partner, adding to the firm a wealth of experience in
helping clients reorganize and restructure their businesses, and
navigate complex bankruptcy proceedings.

"John has been a trusted advisor to clients facing some of their
toughest decisions," said Richard R. Hays, managing partner of
Alston & Bird.  "His expertise strengthens our firm's position as
a partner that clients can rely on to help them steer through the
unprecedented challenges facing businesses today."

Prior to joining Greenberg Traurig, Mr. Weiss was an associate in
Latham & Watkins' bankruptcy group in New York.  Before Latham &
Watkins, Mr. Weiss began his career as an associate at Duane
Morris in Wilmington, Delaware.

Mr. Weiss specializes in business reorganization, restructuring
and bankruptcy law. In bankruptcy proceedings, he has represented
debtors, official and unofficial committees, secured creditors,
unsecured creditors, defendants in avoidance actions, lessors and
lessees of both real and personal property and professional
service firms.

Mr. Weiss received a B.A. from Ohio State University in 1996, and
his law degree from Dickinson School of Law in 2000.  He was named
Top Bankruptcy Lawyer, based on number of active assignments, by
The Deal in November, 2006, and co-authored "A New World Order:
How Hedge Funds Have Changed the Playing Field for Corporate
Directors" for the New York Law Journal in March, 2008.

Mr. Weiss is the third bankruptcy partner in Alston & Bird's New
York office, and the ninth bankruptcy partner in the firm overall.

                        About Alston & Bird

With more than 900 attorneys, Alston & Bird --
http://www.alston.com/-- is a national AmLaw 100 firm.  The
firm's core practice areas are intellectual property, complex
litigation, corporate and tax, with national industry focuses in
health care, energy, financial services, and public policy.  The
firm has appeared on FORTUNE magazine's ranking of the "100 Best
Companies to Work For" 10 years in a row, more often than any
other law firm in the United States.  The firm has offices in
Atlanta, Charlotte, Dallas, Los Angeles, New York, Research
Triangle Park, N.C., Silicon Valley, Ventura County, and
Washington, D.C.


* Margolis and Marcum to Join Forces Effective September 1
----------------------------------------------------------
The members of Margolis & Company P.C., a regional certified
public accounting and business consulting firm in the Philadelphia
area, will join New York-based Marcum LLP September 1, 2009.
Marcum will now operate from the former Margolis & Company offices
in Bala Cynwyd (Philadelphia) and Newtown, Pennsylvania.

Established in 1960, Margolis & Company serves the financial needs
of middle-market, entrepreneurial, closely-held and publicly owned
businesses and high-net-worth individuals in the greater
Philadelphia area.  In addition, the Firm has strong service
niches in distributorships, real estate, not-for-profit, medical
practices, and serves smaller, publicly-held entities.

Marcum, one of the Top 20 accounting and advisory services firms
in the country, has strong service niches in SEC registrants,
alternative investment partnerships, family office services,
bankruptcies and receiverships and services for the government and
public sector.

"With our combined strengths and shared commitment to exceptional
service, we can now offer our clients even greater resources
across multiple disciplines," said Jeffrey M. Weiner, Managing
Partner of Marcum and Chairman/CEO of the Marcum Group.

The entire 70 plus Margolis team will join Marcum. Effective with
this transaction, Marcum will have more than 800 professionals,
including 101 Partners, in 12 locations in New York, New Jersey,
Connecticut, Pennsylvania, Florida and Grand Cayman.

"Joining with a firm the size and quality of Marcum is a
tremendous benefit for our clients," said David H. Glusman, who
will serve as Managing Partner of Marcum's Philadelphia office.
"This was a strategic decision that positions us to greatly
enhance the range of services we can provide to our clients while
taking our firm to the next stage in its development."

For more than 50 years, Marcum LLP has provided traditional audit
and tax services and a wide range of specialized advisory
services.  Marcum is a member of the Marcum Group, the gateway to
a group of organizations that provide a variety of professional
services including accounting and advisory, technology solutions,
recruiting, wealth management and marketing and design.  These
organizations include Marcum Rosenfarb LLC; MarcumRachlin, a
division of Marcum LLP; M&K Financial Services LLC; Marcum Search
LLC; Marcum Technology LLC; M&K Investment Advisers LLP; and
Rachlin Design.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                    Total   holders'    Working
                                   Assets     Equity    Capital
Company             Ticker         ($MM)      ($MM)      ($MM)
-------             ------        ------   --------    -------
ABSOLUTE SOFTWRE     ABT CN           107        (7)        24
ACCO BRANDS CORP     ABD US         1,100      (107)       135
AETERNA ZENTARIS     AEZ CN           117         3         43
AFC ENTERPRISES      AFCE US          131       (33)         2
AMR CORP             AMR US        24,138    (3,000)    (3,129)
ARBITRON INC         ARB US           220         0          2
ARRAY BIOPHARMA      ARRY US          108       (54)        31
ARVINMERITOR INC     ARM US         2,627      (846)         3
AUTOZONE INC         AZO US         5,296       (45)      (527)
BIOSPECIFICS TEC     BSTC US           12         6          9
BLOUNT INTL          BLT US           474       (36)       151
BOARDWALK REAL E     BEI-U CN       2,377       (22)      N.A.
BOARDWALK REAL E     BOWFF US       2,377       (22)      N.A.
BP PRUD BAY-RTU      BPT US             9         8          0
BURCON NUTRASCIE     BU CN              4         3          2
CABLEVISION SYS      CVC US         9,307    (5,284)      (198)
CARDTRONICS INC      CATM US          468       (10)       (50)
CENTENNIAL COMM      CYCL US        1,455      (948)       180
CENVEO INC           CVO US         1,459      (231)       186
CHENIERE ENERGY      CQP US         1,920      (436)        27
CHENIERE ENERGY      LNG US         2,785      (364)       184
CHOICE HOTELS        CHH US           357      (141)       (22)
CINCINNATI BELL      CBB US         2,009      (623)       (19)
CLOROX CO            CLX US         4,576      (175)      (757)
DEXCOM               DXCM US           65         1         37
DISH NETWORK-A       DISH US        7,265    (1,519)      (240)
DOMINO'S PIZZA       DPZ US           461    (1,372)       113
DUN & BRADSTREET     DNB US         1,623      (719)      (147)
DYAX CORP            DYAX US           68       (37)        32
EASTMAN KODAK        EK US          7,105      (109)     1,100
EINSTEIN NOAH RE     BAGL US          150        (4)       (47)
ELECTRO-OPTICAL      MELA US            8         7          6
ENERGY COMPOSITE     ENCC US            0         0          0
ENGLISH LANGUAGE     ELLG US            2         1          1
EPICEPT CORP         EPCT SS           16        (3)         7
EXELIXIS INC         EXEL US          333      (123)        29
EXTENDICARE REAL     EXE-U CN       1,719       (38)       111
FORD MOTOR CO        F US         204,327    (9,418)   (39,573)
FORD MOTOR CO        F BB         204,327    (9,418)   (39,573)
FX ENERGY INC        FXEN US           40         7          4
GENCORP INC          GY US          1,015         1         (8)
GLG PARTNERS INC     GLG US           494      (271)       166
GLG PARTNERS-UTS     GLG/U US         494      (271)       166
GOLD RESOURCE CO     GORO US            9         9          7
HAYDEN HALL INC      HYDN US            1        (5)        (6)
HEALTHSOUTH CORP     HLS US         1,888      (662)       (77)
HERMAN MILLER        MLHR US          767         8        167
HUMAN GENOME SCI     HGSI US          670       (55)       117
IMAX CORP            IMX CN           270       (18)        55
IMAX CORP            IMAX US          270       (18)        55
IMMUNOMEDICS INC     IMMU US           59         0          7
IMS HEALTH INC       RX US          2,030       (22)       318
INCYTE CORP          INCY US          159      (291)       101
INSULET CORP         PODD US           99        (3)        63
INTERMUNE INC        ITMN US          165       (80)        98
IPCS INC             IPCS US          553       (34)        68
ISTA PHARMACEUTI     ISTA US           72       (78)        24
JAZZ PHARMACEUTI     JAZZ US          108       (88)       (17)
JUST ENERGY INCO     JE-U CN          457      (652)      (369)
KNOLOGY INC          KNOL US          639       (44)        37
LIN TV CORP-CL A     TVL US           781      (187)        14
LINEAR TECH CORP     LLTC US        1,421      (266)       963
LOGMEIN INC          LOGM US           47         7          1
MANNKIND CORP        MNKD US          267       (19)         0
MAP PHARMACEUTIC     MAPP US           65         1         24
MAXLIFE FUND COR     MXFD US            0         0          0
MEAD JOHNSON-A       MJN US         1,707      (897)       380
MEDIACOM COMM-A      MCCC US        3,707      (426)      (265)
MODAVOX INC          MDVX US            5         3         (1)
MOODY'S CORP         MCO US         1,873      (749)      (404)
NATIONAL CINEMED     NCMI US          603      (499)        91
NAVISTAR INTL        NAV US         9,656    (1,447)     1,784
NPS PHARM INC        NPSP US          144      (219)        80
OCH-ZIFF CAPIT-A     OZM US         1,854      (157)      N.A.
ONCOGENEX PHARMA     OGXI US            7         3          4
OSIRIS THERAPEUT     OSIR US          129         2         64
OTELCO INC-IDS       OTT US           349         9         24
OTELCO INC-IDS       OTT-U CN         349         9         24
OVERSTOCK.COM        OSTK US          129        (3)        33
PALM INC             PALM US          643      (108)        11
PDL BIOPHARMA IN     PDLI US          217      (306)       140
PERMIAN BASIN        PBT US            10         0          9
PETROALGAE INC       PALG US            5       (23)        (7)
POTLATCH CORP        PCH US           916         0       N.A.
QWEST COMMUNICAT     Q US          20,226    (1,051)       260
REGAL ENTERTAI-A     RGC US         2,647      (228)       (40)
RENAISSANCE LEA      RLRN US           58         0         (6)
REVLON INC-A         REV US           797    (1,074)        87
SALLY BEAUTY HOL     SBH US         1,464      (645)       420
SANDRIDGE ENERGY     SD US          2,364       (91)       114
SEMGROUP ENERGY      SGLP US          354      (128)        31
SIGA TECH INC        SIGA US            8       (13)        (4)
SONIC CORP           SONC US          828       (22)        75
STANDARD PARKING     STAN US          230         4        (13)
STEREOTAXIS INC      STXS US           43       (10)        (3)
SUCCESSFACTORS I     SFSF US          165        (5)         1
SUN COMMUNITIES      SUI US         1,192       (81)      N.A.
SYNERGY PHARMACE     SGYP US            0        (1)        (1)
TALBOTS INC          TLB US           999      (184)       (28)
TAUBMAN CENTERS      TCO US         2,858      (184)      N.A.
TENNECO INC          TEN US         2,767      (289)       240
THERAVANCE           THRX US          206      (263)       144
UAL CORP             UAUA US       18,805      (159)    (2,345)
UNITED RENTALS       URI US         3,918    (2,628)       316
US AIRWAYS GROUP     LCC US         7,857       (46)      (548)
VECTOR GROUP LTD     VGR US           757      (336)       158
VENOCO INC           VQ US            725         2         (3)
VERIFONE HOLDING     PAY IT           843      (165)       299
VERIFONE HOLDING     PAY US           843       (14)       299
VERIFONE HOLDING     VF2 GR           843       (14)       299
VIRGIN MOBILE-A      VM US            320       (14)      (126)
WARNER MUSIC GRO     WMG US         3,988      (256)      (680)
WEIGHT WATCHERS      WTW US         1,085      (142)      (309)
WR GRACE & CO        GRA US         3,815      (142)       977
ZYMOGENETICS INC     ZGEN US          271      (792)        85



                           *********

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.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, 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 **