TCR_Public/090819.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 19, 2009, Vol. 13, No. 229

                            Headlines

1031 TAX GROUP: Wachovia, et al., Settlements Fund Ch. 11 Plan
ACCREDITED HOME: Can Employ Kirkland Ellis as Special Counsel
ACCREDITED HOME: Can Employ Luce Forward as Special Counsel
ACCREDITED HOME: Hires Deloitte Tax as Tax Consultant
ACCREDITED HOME: Panel Can Retain Arent Fox as Counsel

AIR CANADA: S&P Changes Outlook to Stable, Affirms 'CCC+' Rating
ALLIED CAPITAL: Posts $128MM Net Loss in Quarter Ended June 30
AMERICAN ACHIEVEMENT: Moody's Affirms 'Caa1' Corp. Family Rating
AMERICAN AXLE: JPMorgan-Led Lenders Extend Waiver to Aug. 31
AMERICAN AXLE: To Get $210 Million from New GM

AMERICAN HOME: Debtor Collects Bear Stearns' Payments
AMERICAN HOMEPATIENT: Has Going Concern Doubt Due to Debt Woes
AMERICAN INT'L: New CEO to Get $7MM Annual Salary in Cash, Stock
AMERICAN INT'L: New CEO to Get $7MM Annual Salary in Cash, Stock
AMSCAN HOLDINGS: Posts $11.0 Mil. Net Income for June 30 Quarter

AMSCAN HOLDINGS: Seeks Waiver, Covenant Relief from PCFG Lenders
ANEKONA LLC: Files Schedules of Assets and Liabilities
ANEKONA LLC: Hires William Gilardy as Bankruptcy Counsel
ANNIE LEIBOVITZ: Goldman Partly Owns $24-Million Loan
ANTOIN REZKO: Mansion Sold to Lender for $2.8 Million

ASAP EXCAVATION: Case Summary 20 Largest Unsecured Creditors
ASARCO LLC: Grupo Mexico Arranges $1.5-Bil. Financing for Purchase
ATLAS PIPELINE: Shares Sale Deals Won't Affect S&P's 'B-' Rating
BALLY TOTAL: District Court Explains Scrapped Carrera Appeal
BOWNE & CO: Moody's Changes Outlook to Stable; Affirms 'B1' Rating

CARGO ACQUISITION: Moody's Affirms Junior Rating at 'Ba1'
CDX GAS: Can Sell Oil & Gas Leases to EnerVest for $29.3 Million
CDX GAS: Court Dismisses Arkoma Gathering's Bankruptcy Case
CDX GAS: Obtains Final Authority to Use Lenders' Cash Collateral
CHARMING SHOPPES: Alliance Data Deal Won't Move S&P's 'B-' Rating

CIGNA CORPORATION: Moody's Assigns Preferred Stock Rating at 'Ba1'
CIT GROUP: Holders of Canada Securities May Have Extra Claim
CIT GROUP: 4.33% Stake Now Held by Moore Capital Management
CIT GROUP: DBRS Discontinues 'C' Rating on Floating Rate Notes
CIT GROUP: Fitch Downgrades Issuer Default Rating to 'RD'

CIT GROUP: S&P Downgrades Counterparty Credit Rating to 'SD'
CITIGROUP INC: Discloses Holdings in Various Firms at June 30 Qtr
CITIGROUP INC: Holds 28.6% of BlackRock Auction Rate Preferreds
CITIGROUP INC: Inks Terms Pact with Underwriters of 6.375% Notes
CITIGROUP INC: To Issue $5.6MM Caterpillar-Linked Notes Due 2010

CITIZENS REPUBLIC: DBRS Downgrades Senior & Issuer Debt to 'B'
CLOROX CO: June 30 Balance Sheet Upside-Down by $175 Million
COLISEUM ENTERTAINMENT: Complex to be Put Up for Sale 2x in Sept.
COLONIAL BANCGROUP: S&P Downgrades Counterparty Rating to 'D'
COLONIAL BANK: DBRS Ups Deposit Rating to 'AA' After BB&T Buy

CONDUSTRIAL INC: Former Executive Pleads Guilty to Fraud
CONEXANT SYSTEMS: Base Salaries, Bonus Targets Set for President
CONEXANT SYSTEMS: Hires Financial Advisors to Consider Options
COOPER-STANDARD: Proposes Fried Frank as Legal Counsel
COOPER-STANDARD: Proposes Lazard as Investment Banker

COOPER-STANDARD: Proposes Richards Layton as Bankr. Co-Counsel
COOPER-STANDARD: Proposes Sitrick as Communications Consultant
COOPER-STANDARD: Taps Ernst & Young as Auditor and Tax Advisor
COOPER TIRE: S&P Changes Outlook to Positive; Affirms 'B' Rating
CRESCENT RESOURCES: S&P Changes Rating on $1.5 Bil. Facilities

CRISMON CAPITAL: Section 341(a) Meeting Scheduled for September 1
DBSI INC: Sublease Termination Dispute Stays in Bankr. Ct.
DELPHI CORP: KPMG Is Disinterested Despite Work for New GM
DELPHI CORP: Reaches Deal for Contract Related Disputes Under Plan
DELUXE CORPORATION: Moody's Affirms 'Ba2' Corporate Family Rating

DOLE FOOD: Moody's Upgrades Corporate Family Rating to 'B2'
DONALD WAPENSKI: Voluntary Chapter 11 Case Summary
EARL JONES CONSULTING: Owner Withdrew $12.3MM from Company Account
ECLIPSE AVIATION: Sale to Eclipse Aerospace to Close on August 20
ELEMENT ALUMINUM: Can Hire Baker Donelson as Bankruptcy Counsel

ELEMENT ALUMINUM: Section 341(a) Meeting Slated for August 26
ELEMENT ALUMINUM: U.S. Trustee Appoints 3-Member Creditors Panel
ELLSRAY CAPITAL: Meeting of Creditors Scheduled for September 1
ELLSRAY CAPITAL: Files List of Largest Unsecured Creditors
ENTECH SOLAR: Recurring Losses Affect Going Concern

ENVIRONMENTAL POWER: Posts $2MM Net Loss in Quarter Ended June 30
FINLAY ENTERPRISES: Zale Corp., 8 Others Named to Creditors' Panel
FLORIDA COMMUNITY: Says Financials to Have Going Concern Doubt
FOAMEX INT'L: Seeks October 19 Extension for Plan
FREDDIE MAC: Names Bruce Witherell as Chief Operating Officer

GALE FORCE PETROLEUM: Issues Shares Under Proposal to Creditors
GARY JOEL KATLEMAN: Voluntary Chapter 11 Case Summary
GENERAL GROWTH: Capital Ventures Want Trading of Claims Permitted
GENERAL GROWTH: Hugo Boss Wants Stay Lifted to Terminate Lease
GENERAL GROWTH: Proposes to Employ PwC as Tax Advisor

GHOST TOWN: Wants Plan Filing Period Extended to October 7
GPC BIOTECH: Future in Doubt if Merger Not Completed This Year
HARLAND CLARK: Moody's Affirms Corporate Family Rating at 'B2'
HAWAIIAN TELCOM: Hearing on Plan outline Adjourned to Aug. 27
HAWAIIAN TELCOM: Wants Cash Use Extension Until Oct. 31

HCA INC: Issues $1.25BB 2020 Notes Under Deutsche Bank Indenture
HCA INC: Posts $365 Million Net Income for June 30 Quarter
HCA INC: Restates Dec. 2008, 2007 and 2006 Cash Flow Statement
HUEY & FONG TRUST: Case Summary & 16 Largest Unsecured Creditors
INNOVATIVE SPINAL: Faces Fraud Lawsuit by Creative NeuroScience

INPLAY TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $617,275
ION MEDIA: Unit Acquires More Than 40 Feature Film Titles
JAMES MESOJEDEC: Case Summary & 7 Largest Unsecured Creditors
JOEL KATLEMAN: Case Summary & 10 Largest Unsecured Creditors
JOSE DAVID RODRIGUEZ: Case Summary & 19 Largest Unsec. Creditors

JOSEPH DETWEILER: Case Summary & 20 Largest Unsecured Creditors
LANDMARK FBO: Moody's Withdraws 'Caa2' Corporate Family Rating
LEBANON LANDMARKS: Seeks Court Okay to Use Cash Collateral
LEAR CORP: Wants Modification to FRBP Rule 2015.3 Requirements
LEE LAND DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors

LEHMAN BROTHERS: Australia-Based Hyro Settles With Liquidators
LEXINGTON PRECISION: May Incur Debt to Pay Insurance Premiums
LEXINGTON PRECISION: Wants to Use Cash Collateral Until Nov. 20
LINEAR TECHNOLOGY: To Pay CEO Maier $405,000 Annual Salary
LIZ CLAIBORNE: S&P Downgrades Corporate Credit Rating to 'B'

LOURDES HARVILLE: Case Summary & 15 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Creditors Get Nod to Sue Chairman
MEADWESTVACO CORPORATION: Moody's Puts 'Ba1' Rating on Notes
MEDIACOM COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
MEDICAL CAPITAL: Seeks Court Permission to File for Ch 11

METALDYNE CORP: Minority Lender Couldn't Block Credit Bidding
METRO-GOLDWYN-MAYER: Taps Turnaround Expert Stephen Cooper
MILLER PETROLEUM: Posts $8MM Net Loss in FY Ended April 30
MOTTCAR ENTERTAINMENT: Case Summary & 18 Largest Unsec. Creditors
NATIONAL CONSUMER COOP: Has Lenders' Forbearance Until Nov. 16

NICHOLS DAIRY: Case Summary 12 Largest Unsecured Creditors
OPUS WEST: Three Affiliates' Schedules Of Assets & Debts
ORLEANS HOMEBUILDERS: Amends Wachovia Loan to Address Liquidity
ORLEANS HOMEBUILDERS: President & COO Vesey Takes Leave of Absence
PALM DIVERSIFIED: Case Summary & 7 Largest Unsecured Creditors

PARMALAT SPA: ACCC Approves $70 Million Australian Expansion
PARMALAT SPA: Creditors Convert Warrants for 48,289 Shares
PAUL CAMPBELL: Case Summary & 15 Largest Unsecured Creditors
PENN TREATY: Board Declares $0.15 Dividend Per Share
PENN TREATY: Units' Receivership Causes Delay of Quarterly Report

PHILIP BARRY: May Face Criminal Charges for Ponzi Scheme
POLAROID CORP: Wants to Use Additional Cash Collateral of $520,000
PPA HOLDINGS: Taps Ringstad Sanders as General Bankruptcy Counsel
PPA HOLDINGS: Employs Development Specialists as Fin'l Consultants
PPA HOLDINGS: Taps Jackson DeMarco as Special Securities Counsel

PPA HOLDINGS: U.S. Trustee Appoints 9-Member Creditors Committee
POPPENGA CONCRETE: Case Summary & 20 Largest Unsecured Creditors
PROLIANCE INTERNATIONAL: North American Assets Sold for $15-Mil.
QUALITYBUILT.COM: Case Summary & 20 Largest Unsecured Creditors
RADLAX GATEWAY: Case Summary & 20 Largest Unsecured Creditors

RANDY LEE CASH: Case Summary & 20 Largest Unsecured Creditors
READER'S DIGEST: Terms of Plan Backed by 60% of Secured Lenders
READER'S DIGEST: Inks Employee Deals As It Prepares for Ch. 11
READER'S DIGEST: Moody's Downgrades Corp. Family Rating to 'Ca'
READER'S DIGEST: Nonpayment of Interest Cues S&P's 'D' Rating

READER'S DIGEST: Simpson Thacher Advising JP Morgan Chase
REGIONS FINANCIAL: Moody's Confirms 'Ba2' Preferred Stock Rating
RYAN NEUMAN: Case Summary & 20 Largest Unsecured Creditors
SENIOR HEALTH: S&P Affirms 'CCC-' Counterparty Credit Rating
SKYPOWER CORP: Files for Restructuring to Focus on Core Projects

ST. THOMAS SELF: Case Summary & 6 Largest Unsecured Creditors
STATION CASINOS: Boyd Gaming Reaffirms Interest in Assets
STATION CASINOS: Gets Interim Approval to Access Cash Collateral
STATION CASINOS: Proposes Lazard as Financial Advisor
STATION CASINOS: Proposes Milbank Tweed As Lead Counsel

STATION CASINOS: U.S. Trustee Forms 5-Member Creditors Committee
STEPHEN MCCORMICK: Case Summary & 17 Largest Unsecured Creditors
SUN-TIMES MEDIA: SouthtownStar Eliminates Saturday Edition
SUNSHINE THREE: Case Summary & 2 Largest Unsecured Creditors
SUNTRUST BANKS: Moody's Confirms 'Ba2' Rating on Preferred Stock

TITAN INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
TRADEWINDS MARINE: Case Summary & 20 Largest Unsecured Creditors
TRAVEL WORM: Case Summary & 20 Largest Unsecured Creditors
TRW AUTOMOTIVE: S&P Gives Stable Outlook; Affirms 'B' Rating
US AIRWAYS: Counters Mitchell State Claims Using Travers Ruling

US AIRWAYS: Enters Deal with Delta for Service Expansions
US AIRWAYS: Has Codeshare Agreement With Japan's ANA Airways
US AIRWAYS: Reports July Traffic Results; RPMs Down 4.3%
VEER ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
VITESSE SEMICONDUCTOR: Non-Payment of Notes Affects Going Concern

WABASH NATIONAL: Weber to Replace Smith as SVP & CFO
WAVERLY GARDENS: Can Employ Richard Bennett as Special Counsel
WILLIAM LYON: Posts $39.3 Million Net Income for June 30 Quarter
WISE METALS: Sees 54% Decline in Q2 Sales From Year Ago
ZUROMA RESTAURANT: Case Summary & 20 Largest Unsecured Creditors

* Matt Bialecki Joins Alvarez & Marsal as Managing Director
* Goldman's Tuft Hired by Lazard for IPO Advisory Push

* Upcoming Meetings, Conferences and Seminars


                            *********


1031 TAX GROUP: Wachovia, et al., Settlements Fund Ch. 11 Plan
--------------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 trustee for the estates of
the 1031 Tax Group LLP, et al., has filed a Chapter 11 plan that
proposes to pay 35 cents on the dollar to unsecured creditors.

Funding for distributions to creditors is primarily derived from
settlements of claims against various firms and entities in
connection with the alleged fraudulent activities and
misappropriation of funds by Edward Okun that led to the collapse
of 1031 Tax Group and its units in 2007.

Under the Plan, holders of general unsecured claims aggregating
$150 million will recover 35% of their claims.  Holders of these
claims identified as "exchangers" will recover up to 44% after
giving effect to a class action agreement.

Creditors that have higher rank to unsecured creditors will
receiver full recovery.  Holders of equity interests won't get
anything.

On the effective date, a liquidating trust will be formed to
implement the settlement agreements, and to pursue causes of
action.  The projected cash balance of the Liquidation Trust as of
the effective date is $78,970,000.  This amount will be funded by
the $70,277,500 collectively payable under the settlement
agreements plus cash on hand of $5,897,000 and an anticipated tax
refund of $2,800,000.

The settlement agreements reached by the Chapter 11 trustee are:

  * Kluger Peretz Kaplan & Berlin, PL, has been probed by
    the Chapter 11 trustee for potential claims in connection
    with legal services provided to the Debtors prepetition.  The
    Debtors' estates will net a total of $12,380,000 from the
    settlement.

  * Claims from "Errors and Omissions" policies will be settled
    by selling the policies back to the carriers for $4.6 million.

  * Insurers that provided for commercial crime policies have
    agreed to pay a collective amount of $23,250,000 for the
    benefit of the estates.  The commercial crime policies
    generally covered the 1031 Debtors for direct losses of
    covered property resulting from "Employee Theft" or "Employee
    Dishonesty," as those terms are defined in the policies.

  * Certain entities have agreed to settle the Trustee's claims
    against them for fraudulent transfers arising from receiving
    excessive consideration of the sale of certain assets and
    businesses to the Debtors and breach of fiduciary duties
    in connection with the transactions.  The Former owners
    have agreed to pay a total of $2,112,500: (i) Hazel, Dowdall,
    Subrt and Livesey will pay $107,500 in connection with the
    sale of Atlantic Exchange Company's assets to the Debtors,
    (ii) Bennett Davis will pay $400,000 in connection with the
    sale of all of NIL's assets to 1031 Tax Group, (iii) McCabe
    Group will pay $1.2 million for the sale of the IXG QI
    business to 1031 Tax Group, (iv) Pajonas and Regal Entities
    will pay $200,000, with $20,000 paid immediately and the
    balance payable over three years, without interest, in
    connection with the sale of the SOS business to the Debtors,
    (v) Shefmans $10,000 for the sale of REES; and (vi) Allred and
    Dashiell a total of $325,000 for the l031 Advance business.

  * Michael J. Rosen, Esq., at Michael J. Rosen PA, was counsel
    to one or more of the 1031 Debtors.  To settle potential
    claims, the sum of $925,000 will be paid to the estates from
    an insurance policy.

  * Wachovia Bank N.A. has agreed to pay $45 million to settle
    claims by the Chapter 11 trustee and a class action commenced
    by exchangers.  Wachovia was sued for allegations that it
    assisted Mr. Okun in misappropriating funds.  Pursuant to
    the class action agreement, 60% of the settlement amount is
    allocated to the estates while 40% will be allocated to the
    plaintiffs at the class suit.

The Chapter 11 trustee has pending lawsuits against, or
settlements with, JPS NH LLC, Boulder Capital LLC, WH Hialeah
Investors V, LLC, and Citibank, N.A.  The Chapter 11 trustee has
also commenced an action against Mr. Okun seeking a judgment in
the amount of $150 million.

The cash the Liquidating Trust will hold on the effective date of
the Plan will be applied first to fund an aggregate of $25,848,600
for (i) allowed administrative claims totalling $670,000, (ii)
allowed priority tax claims of $32,600, (iii) allowed fee claims
totalling $19.8 million, (iv) allowed priority non-tax claims
totalling $346,000 and (v) a reserve of $5 million to permit the
Liquidation Trust fund ongoing litigation and other expenses.  The
remaining $53,121,400 will be used to fund distributions for
general unsecured claims.

The Plan is being co-proposed by debtor IPofA Shreveport
Industrial Park, LLC.  The Plan also provides for the
reorganization of IPofA Shreveport, which owns the Mineral
Servitude (the below-ground rights to exploit the shale gas
deposits in a property in Shreveport, LA).  The Liquidating
Trustee will be the sole member of IpofA Shreveport.  Reorganized
IPofA Shreveport's activities will relate solely to maximizing any
revenues that may be potentially generated or derived from the
Mineral Servitude.

A copy of the August 12 Plan and Disclosure Statement is available
for free at http://bankrupt.com/misc/1031_Tax_DS_Plan.pdf

                     About The 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447
through 07-11462).  Gerard A. McHale, Jr., was appointed Chapter
11 trustee.  Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Thomas J. Weber, Esq., Melanie L. Cyganowski,
Esq., and Allen G. Kadish, Esq., at Greenberg Traurig, LLP,
represent the Official Committee of Unsecured Creditors.  The
Debtors' operating report for the month ended Sept. 30, 2007,
showed net loss of $67,903 on $0 revenues.  As of Sept. 30, 2007,
the Debtors had total assets of $164,231,012 and total liabilities
of $168,126,294, resulting in a total stockholders' deficit of
$3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud, among other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


ACCREDITED HOME: Can Employ Kirkland Ellis as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Accredited Home Lenders Holding Co., et al., permission to employ
Kirkland & Ellis LLP, as special counsel effective May 1, 2009.

As reported in the TCR on July 16, 2009, the Debtors selected the
firm because of its actual knowledge and experience with respect
to certain ongoing securities litigation involving the Debtors.
The Debtors seek to continue the services of Kirkland with respect
to the fraud class action entitled Atlas v. Accredited Home
Lenders Holding Co., Case No. 07-CV-0488-H, in the U.S. District
Court for the Southern District of California, filed on behalf of
persons and entities who purchased securities of Accredited Home
between Nov. 1, 2005, and March 12, 2007.

Kirkland & Ellis has agreed to assist the Debtors in finalizing
and implementing the settlement agreement reached in the class
action and to expeditiously bring the matter to conclusion.

The firm will charge the Debtors at these hourly rates:

      Partners:                $580-$655
      Associates:              $295-$475
      Paralegals:              $145-$250

                       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.


ACCREDITED HOME: Can Employ Luce Forward as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Accredited Home Lenders Holding Co., et al., permission to employ
Luce, Forward, Hamilton & Scripps LLP as special counsel effective
May 1, 2009.

As reported in the TCR on July 16, 2009, the Debtors selected Luce
Forward because of its actual knowledge and experience with
respect to certain ongoing securities litigation involving the
Debtors.  The Debtors seek to continue the services of Luce
Forward with respect to the fraud class action entitled Atlas v.
Accredited Home Lenders Holding Co., Case No. 07-CV-0488-H, in the
U.S. District Court for the Southern District of California, filed
on behalf of persons and entities who purchased securities of
Accredited Home between Nov. 1, 2005, and March 12, 2007.  In that
case, the Debtors retained Luce Forward to represent them as local
counsel in April 2007, assisting Kirkland & Ellis, the Debtors'
primary counsel in that class action, with a broad range of
activities, including advising Kirkland as to local rules.

Going forward, the firm will charge the Debtors at these hourly
rates:

      Partners:                $405-$580
      Associates:              $235-$335
      Paralegals:              $180-$200

                       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.


ACCREDITED HOME: Hires Deloitte Tax as Tax Consultant
-----------------------------------------------------
Accredited Home Lenders Holding Co., et al., ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Deloitte Tax LLP as their tax consultant, nunc pro tunc to
June 15, 2009.

The Debtors tell the Court that they require the services of an
experienced tax consultant who is familiar with the chapter 11
process.  Deloitte Tax has agreed to assist the Debtors in
addressing numerous tax issues that will arise during and in
connection with their bankruptcy cases and in filing income tax
returns.

Deloittee Tax's hourly rates are:

                            Return Review       Other
                              Services       Tax Services
                              --------       ------------
Partner, Principal or
   Director                    $435              $525
Senior Manager                 $360              $415
Manager                        $300              $350
Senior                         $225              $275
Staff                          $150              $200

Jeffrey L. Balch, a director at Deloitte Tax, tells the Court that
the firm does not hold or represent any interest adverse to the
Debtors, and that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                       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.


ACCREDITED HOME: Panel Can Retain Arent Fox as Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors formed in the
Chapter 11 cases of Accredited Home Lenders Holding Co., et al.,
permission to retain Arent Fox LLP as its counsel, nunc pro tunc
to June 20, 2009.

Arent Fox has agreed to, among other things, (a) assist, advise
and represent the Committee in its consultation with the Debtors
relative to the administration of the Chapter 11 cases, (b)
assist, advise and represent the Committee in analyzing the
Debtors' assets and liabilities, investigating the extent and
validity of liens and participating in and reviewing any proposed
asset sales or dispositions, and (c) attend meetings and negotiate
with the representatives of the Debtors and secured creditors.

Andrew I. Silfen will be primarily responsible for Arent Fox's
representation of the Committee.

According to Mr. Silfen, the firm will charge the Debtors' estates
at these hourly rates:

      Partners                 $420-$755
      Of Counsel               $420-$685
      Associates               $260-$485
      Paraprofessionals        $135-$245

                       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.


AIR CANADA: S&P Changes Outlook to Stable, Affirms 'CCC+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Air Canada to stable from negative.  At the same time, S&P
affirmed the 'CCC+' long-term corporate credit rating on the
company.

"The outlook revision reflects what S&P consider the airline's
improved near-term liquidity resulting from the recent completion
of financing initiatives, as well as a 21-month extension of labor
agreements, a moratorium on its pension contribution, and more
lenient terms in the amended credit card processing agreements,"
said Standard & Poor's credit analyst Greg Pau.  "The rating
reflects the airline's credit risk profile, which remains
constrained by significant financial leverage and debt servicing
burden, high operating cost structure, weak passenger demand, and
increasing competitive pressure in domestic markets," Mr. Pau
added.

S&P believes that a number of events in the past two months have
combined to alleviate the near-term liquidity concerns and reduce
the likelihood of an imminent bankruptcy filing.  With the new
financing package, Air Canada reported that its pro forma cash
balance on July 31, 2009, would have increased to C$1.32 billion
or 14% of last 12 month revenue, compared with only US$907 million
on June 30.  S&P understand that the amended pension funding
agreement and extension of expired labor agreements with all
Canadian-based unions would reduce the company's pension
contribution in 2009 by an estimated C$170 million and ensure no
labor action for the agreed period.  Meanwhile, the amended credit
card processing agreement caps Air Canada's required security
deposits to a more manageable C$75 million in the event of
covenant breach.  The return of cash collaterals on fuel-hedging
contracts has also provided additional cash resources.

While Standard & Poor's considers these efforts as important steps
to ensure near-term financial stability and buy Air Canada time to
weather the current weak demand situation, the airline still faces
numerous challenges that constrain its credit risk profile.  S&P
believes that Air Canada's high debt level (and related interest
servicing) and relatively high operating cost structure could
limit meaningful improvement in its highly leveraged financial
risk profile.

The stable outlook reflects S&P's assessment that while the near-
term liquidity challenges are alleviated, the airline's financial
risk profile remains consistent with the rating.  S&P believes
that in the current weak demand scenario Air Canada would need to
remain disciplined in cash conservation, cost reduction, and
capacity management, to avoid future cash depletion.  Standard &
Poor's would consider raising the rating or revising the outlook
to positive if the company demonstrates tangible and sustainable
progress in improving its debt leverage and in improving its cost
competitiveness.  Conversely, S&P could consider lowering the
rating or revising the outlook to negative if subsequent operating
performance falls short of S&P's expectation, resulting in a
material depletion of cash balances or a further increase in
borrowing to replenish liquidity.


ALLIED CAPITAL: Posts $128MM Net Loss in Quarter Ended June 30
--------------------------------------------------------------
Allied Capital Corp. posted a total net loss of $128.83 million
for three months ended June 30, 2009, compared with a total net
loss of $166.05 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a total net
loss of $506.01 million compared with a total net loss of
$276.31 million for the same period in 2008.

The Company's balance sheet showed total assets of $3.20 billion,
total liabilities of $1.86 billion and stockholders' equity of
$1.34 billion.

The Company said that there is substantial doubt about its
ability to continue as a going concern.  The Company added that it
does not have available cash resources sufficient to satisfy all
of the obligations under the revolving credit facility and the
private notes if the lenders accelerate these obligations.  In
addition, the Company continues to sell assets to generate capital
to repay debt.  In the event there is an acceleration of the
amounts outstanding under the revolving credit facility or any
issue of the private notes, it would cause the Company to evaluate
other alternatives and would have a material adverse effect on the
Company's operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?420a

                      About Allied Capital

Allied Capital Corp. -- http://www.alliedcapital.com/-- is a
business development company that is regulated under the
Investment Company Act of 1940.  Allied Capital has a portfolio of
investments in the debt and equity capital of middle market
businesses nationwide.  Founded in 1958 and operating as a public
company since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years.  Allied Capital has a
diverse portfolio of investments in 92 companies across a variety
of industries.


AMERICAN ACHIEVEMENT: Moody's Affirms 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed American Achievement Group
Holding Corp.'s corporate family rating at Caa1 while at the same
time, changed the probability of default rating from Caa2/LD to
Caa2.  The Senior PIK Note rating was upgraded to Caa3 from Ca
reflecting the changes to the capital structure per Moody's LGD
framework.  The rating outlook is stable.

These ratings were upgraded:

American Achievement Group Holding Corp.

Probability-of-default rating to Caa2 from Caa2/LD

  -- $45 million (current value) Senior PIK notes due 2012 to Caa3
     from Ca (LGD-5, 85%)

These ratings were affirmed:

American Achievement Holding Corp.

  -- Corporate Family Rating Caa1

AAC Group Holding Corp.

  -- $132 million (current value) Senior discount notes due 2012
     to Caa2 (LGD-4, 61%, adjusted)

American Achievement Corporation

  -- $150 million senior subordinated notes due 2012 to B2 (LGD-2,
     24%, adjusted)

American Achievement Corporation

  -- $25 million senior secured revolving credit facility due 2010
     to B1 (LGD-1, 3%, adjusted)

  -- $47 million senior secured term loan due 2011 to B1 (LGD-1,
     2%, not adjusted)

The rating outlook is stable.

Moody's last rating action was on August 12, 2009, when Moody's
changed AAC's PDR to Caa2/LD from Caa2, following the distressed
exchange of the American Achievement Group Holding Corp.'s senior
PIK notes and affirmed the Caa1 corporate family rating.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments -- yearbooks, class rings, and graduation
products.  Revenues for the last 12 months ended May 30, 2009,
were $294 million.


AMERICAN AXLE: JPMorgan-Led Lenders Extend Waiver to Aug. 31
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. said on August 17 it
entered into a second extension of the Waiver and Amendment to the
Credit Agreement dated as of January 9, 2004, as amended and
restated as of November 7, 2008 among Holdings, AAM, JPMorgan
Chase Bank, N.A., as Administrative Agent for the lenders party
thereto, and J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as Joint Lead Arrangers and Joint Bookrunners,
with the Administrative Agent and the Lenders party thereto.

The Second Waiver Extension, among other things, extends the
waiver termination date of August 20, 2009 to August 31, 2009.
The Second Waiver Extension requires AAM to maintain a daily
minimum liquidity of $75 million and can be terminated under
certain circumstances, including AAM's inability to meet the
minimum liquidity test for four consecutive business days.  Except
for the foregoing, the Waiver and Amendment remains in full force
and effect.

A copy of the Second Waiver Extension is available at:

            http://researcharchives.com/t/s?422a

The Waiver and Amendment provides a waiver of the financial
covenants relating to secured indebtedness leverage and interest
coverage as well as a waiver of the collateral coverage
requirement of the Credit Agreement.

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), the Company also has
offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea, Thailand and the United
Kingdom.

                          *     *     *

American Axle carries a 'CCC' long term issuer default rating from
Fitch, a CCC+ issuer credit rating from Standard & Poor's, and a
'Ca' corporate family rating from Moody's.

Standard & Poor's Ratings Services said in August that its ratings
on American Axle (CCC+/Negative/--) are not immediately affected
by the company's announcement of its financial results for the
second quarter of 2009.

American Axle had assets of $1,920,600,000 against debts of
$2,656,600,000 as of June 30, 2009.


AMERICAN AXLE: To Get $210 Million from New GM
----------------------------------------------
American Axle & Manufacturing Holdings, Inc., said August 17 that
it reached with General Motors Company an agreement in principle,
subject to negotiation and execution of definitive agreements,
whereby GM will provide certain financial accommodations to AAM.

Prior to entering into any definitive agreement with GM however,
AAM will need an amendment with respect to certain provisions of
its existing revolving credit facility and term loan.

On the effective date of the definitive agreements with GM, AAM
will receive a $110 million payment from GM on account of:

   -- Cure costs associated with contracts assumed and/or
      terminated by Motors Liquidation Company in its chapter 11
      bankruptcy cases;

   -- Resolution of outstanding commercial obligations between
      AAM and GM (including, but not limited to, AAM retaining
      all programs sourced to AAM as of the effective date of the
      definitive agreements, subject to AAM amending its standard
      terms and conditions to be more consistent with GM's
      standard terms and conditions with other Tier 1 suppliers,
      GM's right to resource one previously awarded program (that
      has been excluded from AAM's new business backlog) and GM's
      acceptance of its obligation to AAM under the postretirement
      cost sharing agreement);

   -- Adjustment of installed capacity levels reserved for
      existing and awarded programs to reflect new estimates of
      market demand as agreed between the parties.

In addition, the parties agree that AAM will have the right to
elect to receive payment terms of "net 10 days" through December
31, 2013 in exchange for a 1.0% early payment discount to GM.

GM will make available to AAM a second lien term loan facility of
up to $100 million, pursuant to these terms:

   * Subject to a customary inter-creditor agreement with the
     holders of the Revolver Debt and Term Debt or holders of debt
     in a permitted refinancing.

   * AAM will have the right to request multiple draws under this
     commitment (each in a principal amount of not less than
     $25 million) through September 30, 2013.

   * The loan is repayable at par at any time prior to maturity on
     December 31, 2013.

   * Interest is payable quarterly and is based on LIBOR (with a
     2% floor), plus an applicable margin.

   * GM will subordinate in favor of the existing senior secured
     credit agreements (Revolving Credit Facility and Term Loan)
     only its right of setoff for any amounts owing under the
     second lien term loan.

AAM agrees to issue five-year warrants to GM at the time the
parties enter into definitive agreements to purchase up to 7.4% of
the outstanding common stock of AAM.  AAM will issue to GM
additional five-year warrants to purchase a pro rata portion of up
to an additional 12.5% of AAM's outstanding common stock based
upon the amount of the second lien term loan drawn.

AAM will agree to a customary access and security agreement for so
long as AAM receives expedited payment terms or the second lien
term loan commitment remains outstanding and for 90 days
thereafter.  AAM will also be subject to certain limitations on
executive compensation and "golden parachute" agreements for the
same time period noted above as for the access and security
agreement.

                          AAM's Outlook

AAM expects sales to double from a range of $1.4 billion to $1.5
billion in 2009 to approximately $3 billion by 2013.  This sales
projection is based on the anticipated launch schedule for AAM's
$1.1 billion new and incremental business backlog and the
assumption that the U.S. SAAR increases from a range of 9.5
million to 10 million vehicle units in 2009 and 2010 to a range of
13 million to 14 million vehicle units in 2013.

AAM expects to generate EBITDA as a percentage of sales in the
range of 12% to 15% for the years 2010 to 2013.

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), the Company also has
offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea, Thailand and the United
Kingdom.

                          *     *     *

American Axle carries a 'CCC' long term issuer default rating from
Fitch, a CCC+ issuer credit rating from Standard & Poor's, and a
'Ca' corporate family rating from Moody's.

Standard & Poor's Ratings Services said in August that its ratings
on American Axle (CCC+/Negative/--) are not immediately affected
by the company's announcement of its financial results for the
second quarter of 2009.

American Axle had assets of $1,920,600,000 against debts of
$2,656,600,000 as of June 30, 2009.


AMERICAN HOME: Debtor Collects Bear Stearns' Payments
-----------------------------------------------------
WestLaw reports that a Delaware bankruptcy court did not err in
determining that the Chapter 11 debtor, and not the entity that
had purchased a trust certificate from it, was entitled to the
principal and interest payment for a particular month.  The
debtor's transfer of all right, title, and interest in the trust
certificate did not include an absolute right to the monthly
payments.  These payments, instead, remained contingent upon the
buyer taking the necessary steps to become the certificateholder
of record, which the buyer did not do in time to receive the
payment in question.  Therefore, pursuant to the unambiguous trust
documents, the debtor, as the certificateholder of record on the
record date, was entitled to the payment for the subject month.
In re American Home Mortg. Holdings, Inc., --- B.R. ----, 2009 WL
2371430 (D. Del.) (Farnan, J.).

A dispute arose between American Home and Bear Stearns, which had
purchased a trust certificate from American Home, regarding
entitlement to particular month's principal and interest payment.
The Bankruptcy Court denied Bear Stearns' motion for summary
judgment, granted summary judgment in favor of American Home, and
directed U.S. Bank, as the trustee caught in the middle of the
dispute, to distribute the principal and interest to American
Home.  Bear Stearns appealed.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009 (American Home
Bankruptcy News; Bankruptcy Creditors' Service, Inc., Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


AMERICAN HOMEPATIENT: Has Going Concern Doubt Due to Debt Woes
--------------------------------------------------------------
American HomePatient, Inc.'s balance sheet at June 30, 2009,
showed total assets of $240.98 million and total liabilities of
$274.25 million, resulting in a stockholders' deficit of about
$33.26 million.

For three months ended June 30, 2009, the Company posted a net
loss of $3.92 million compared with a net loss of $2.01 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $9.01 million compared with a net loss of $1.36 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 related that it has
long-term debt of $226.4 million at June 30, 2009, which was due
to be repaid in full on Aug. 1, 2009.  The promissory note under a
previous senior debt facility is secured by substantially all of
the Company's assets.  Highland Capital Management, L.P., controls
a majority of the secured debt.  As of Aug. 1, 2009,
$226.4 million was due to the Lenders and this entire amount is
included in current portion of long-term debt and capital leases
at June 30, 2009.

A forbearance agreement was entered into by and among the Company,
NexBank, SSB, and a majority of the senior debt holders.  The
parties agreed to not exercise prior to Sept. 1, 2009, any of the
rights or remedies available to them as a result of the Company's
failure to repay the Secured Debt on the maturity date.

The Company's cash flow from operations and existing cash were not
sufficient to repay the secured debt by the maturity date, and the
Company was unable to refinance the secured debt by the maturity
date.  As a result, the Company must refinance the debt, extend
the maturity, restructure or make other arrangements, some of
which could have a material adverse effect on the value of the
Company's common stock. Given the unfavorable conditions in the
current debt market, the Company believes that third-party
refinancing of the debt will not be possible at this time.  There
can be no assurance that any of the Company's efforts to address
the debt maturity issue can be completed on favorable terms or at
all.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4226

American HomePatient, Inc. (OTC:AHOM) provides home healthcare
services and products consisting of respiratory therapy services,
home infusion therapy services, and the rental and sale of home
medical equipment and home health care supplies.  The Company's
services and products are paid for by Medicare, Medicaid, and
other third-party payors.  The Company provides services to
patients primarily in the home through 242 centers in the states,
including Alabama, Arizona, Arkansas, Colorado, Connecticut,
Delaware, Florida, Georgia, Illinois, Iowa, Kansas, Kentucky,
Maine, Maryland, Michigan, Minnesota, Mississippi, Missouri,
Nebraska, Nevada, New Mexico, New York, North Carolina, Ohio,
Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia, Washington, West Virginia, and Wisconsin.


AMERICAN INT'L: New CEO to Get $7MM Annual Salary in Cash, Stock
----------------------------------------------------------------
Linear Technology Corporation reported net income of $313,510,000
for the Fiscal Year Ended June 28, 2009; compared to net income of
$387,613,000 for fiscal year 2008 and net income of $411,675,000
for fiscal year 2007.

Revenues for the fiscal year ended June 28, 2009 were
$968.5 million, a decrease of $206.7 million or 18% from revenues
of $1.17 billion for fiscal year 2008.  The decrease in revenue
was primarily due to lower domestic and international sales as a
result of the global recession.  The recession impacted all of the
Company's end-markets, particularly the Company's automotive and
cell phone end-markets.

Revenues for the fiscal year ended June 29, 2008 were
$1.17 billion, an increase of $92.1 million or 9% over revenues of
$1.08 billion for fiscal year 2007.  The increase in revenue was
primarily due to the Company selling more units into the
industrial, communication, automotive, military and computer end-
markets while the high-end consumer end-market decreased slightly.

As of June 30, 2009, the Company had $1,421,529,000 in total
assets and $1,688,131,000 in total liabilities, resulting in
$266,602,000 in stockholders' deficit.  At June 28, 2009, cash,
cash equivalents and marketable securities totaled $868.7 million
and working capital was $963.9 million.  The Company's cash, cash
equivalents and marketable securities balances decreased
$95.2 million as compared to June 29, 2008 primarily due to the
following cash outflows: $270.1 million to purchase and retire
$294.4 million face value of its 3.125% Convertible Senior Notes;
$194.7 million for the payment of cash dividends, representing
$0.86 per share for the fiscal year; $39.1 million for capital
asset additions; and $29.1 million to purchase its common stock.
These cash outflows were offset by positive cashflow from
operating activities of $416.6 million.

The Company's accounts receivable balance decreased $66.0 million
from $161.5 million at the end of fiscal year 2008 to
$95.4 million at the end of fiscal year 2009.  The decrease is
primarily due to lower shipments in the fourth quarter of fiscal
year 2009 compared to the fourth quarter of the previous fiscal
year.  Inventory totaled $52.5 million at the end of the fourth
quarter of fiscal year 2009, a decrease of $3.5 million from the
end of the fourth quarter of fiscal year 2008.  The decrease in
inventory was due to the Company lowering its output through
monthly factory shutdowns in response to lower sales over the
previous three quarters.

A full-text copy of the Company's annual report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4232

Linear Technology Corporation designs, manufactures and markets a
broad line of standard high performance linear integrated
circuits.  The Company's products include high performance
amplifiers, comparators, voltage references, monolithic filters,
linear regulators, DC-DC converters, battery chargers, data
converters, communications interface circuits, RF signal
conditioning circuits, uModuleTM products, and many other analog
functions.


AMERICAN INT'L: New CEO to Get $7MM Annual Salary in Cash, Stock
----------------------------------------------------------------
American International Group, Inc., on August 16, 2009, entered
into an agreement with Robert H. Benmosche establishing his
compensation as President and Chief Executive Officer of AIG.

Under the agreement, Mr. Benmosche will receive an annual salary
of $7 million, consisting of $3 million in cash and $4 million in
fully-vested common stock of AIG.  The after-tax shares granted to
Mr. Benmosche will not be transferable for a period of five years
except as AIG's Compensation and Management Resources Committee
may approve in the case of death or disability.

In addition, Mr. Benmosche will be eligible to receive a
performance-based, long-term incentive award of up to $3.5 million
each year (prorated for 2009) in the form of stock or phantom
stock units in AIG. The amount and form will be determined in the
discretion of the Compensation and Management Resources Committee
based on its evaluation of Mr. Benmosche's performance and will be
subject to vesting, transfer, and payout restrictions established
by applicable Troubled Asset Relief Program regulations. Mr.
Benmosche will not be entitled to any severance on termination of
his employment for any reason.

The Special Master for TARP Executive Compensation has expressed
approval in principle regarding the structure and amount of Mr.
Benmosche's compensation arrangements.  The agreement between AIG
and Mr. Benmosche has been submitted for review and approval as
part of the process required by applicable TARP regulations.

A full-text copy of the agreement between AIG and Mr. Benmosche is
available at no charge at http://ResearchArchives.com/t/s?4224

The Chairman and Chief Executive Officer Search Committee of the
Board of Directors of AIG -- which held meetings on June 2,
June 10, June 29, July 14, July 15, and July 21, 2009 --
considered and recommended to the Nominating and Corporate
Governance Committee and the Board of Directors Mr. Benmosche for
the positions of President, CEO and Director of AIG.

During the months of June and July 2009, the members of the Search
Committee and its advisors also met separately and in groups and
in person and by telephone with Mr. Benmosche and other CEO
candidates.  The Nominating and Corporate Governance Committee of
the Board of Directors met on August 3, 2009, to discuss Mr.
Benmosche's candidacy.  The Board of Directors met on July 30 and
August 3, 2009, to consider the election of Mr. Benmosche as
President, Chief Executive Officer and a Director of AIG and, on
August 3, 2009, elected Mr. Benmosche to these positions.

During this process, the Board, the Search Committee and the
Nominating and Corporate Governance Committee conducted a thorough
review of Mr. Benmosche's qualifications as well as those of other
potential candidates, and also discussed, among other things,
issues relating to Mr. Benmosche's interests in MetLife, Inc.  On
August 16, the Board of Directors adopted the Related Party
Guidelines with Respect to Robert Benmosche's Interests in
MetLife, Inc.

A full-text copy of the Guidelines is available at no charge at:

              http://ResearchArchives.com/t/s?4225

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.


AMSCAN HOLDINGS: Posts $11.0 Mil. Net Income for June 30 Quarter
----------------------------------------------------------------
Amscan Holdings Inc. posted net income of $11.0 million for the
three months ended June 30, 2009, compared to net income of
$14.7 million for the same period a year ago.

For the six months ended June 30, 2009, Amscan posted net income
of $13.4 million compared to net income of $11.5 million for the
same period a year ago.

As of June 30, 2009, the Company had $1.47 billion in total assets
and $1.02 billion in total liabilities and $18.3 million in
redeemable common securities.

The Company disclosed that required repayments under its term debt
for the remainder of the year will be $1.9 million.  At June 30,
2009, the Company had $108.7 million of availability remaining on
its primary revolving credit agreement.

At June 30, 2009, as a result of a technical default under its
stand-alone credit facility, Party City Franchise Group had no
borrowings or availability under its $20 million revolving credit
agreement.

"We expect that cash generated from operating activities and
availability under our primary credit facility will be our
principal sources of liquidity.  Based on our current level of
operations, we believe these sources will be adequate to meet our
liquidity needs for at least the next twelve months," the Company
said.

A full-text copy of Amscan's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4234

Amscan Holdings, Inc., designs, manufactures, contracts for
manufacture, and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery throughout the world, including in North
America, South America, Europe, Asia and Australia.  In addition,
the Company operates specialty retail party supply stores in the
United States, and franchises both individual stores and franchise
areas throughout the United States and Puerto Rico, under the
names Party City, Party America, The Paper Factory and Halloween
USA.  The Company also operates specialty retail party and social
expressions supply stores under the name Factory Card & Party
Outlet.

                           *     *     *

As of August 19, 2009, the Company continues to carry Moody's "B2"
LT Corp Family rating, "Ba3" Bank Loan Debt rating, "Caa1" Senior
Subordinate rating, and "B2" Probability of default rating.  The
Company also continues to carry S&P's "B" LT Issuer credit
ratings.


AMSCAN HOLDINGS: Seeks Waiver, Covenant Relief from PCFG Lenders
----------------------------------------------------------------
Amscan Holdings Inc. reports that at June 30, 2009, and
December 31, 2008, Party City Franchise Group was not in
compliance with the financial covenants contained in PCFG's
credit agreement.

Amscan says the PCFG lender group has the right to accelerate the
obligation under the PCFG Term Loan, upon the vote of lenders
holding a majority of outstanding commitments and borrowings
thereunder, and is entitled to an additional 2% interest until
such time as the default under the PCFG Credit Agreement is cured
or waived.

Amscan says it has been engaged in active discussions with the
PCFG lender group to address the issues under the term loan,
including the need for (1) a waiver of the existing defaults under
the term loan and (2) an amendment of the financial covenants and
certain other provisions contained in the term loan.

PCFG entered into the Credit Agreement on November 2, 2007, with
CIT Group/Business Credit, Inc., as Administrative Agent and
Collateral Agent, Newstar Financial, Inc., as Syndication Agent,
CIT Capital Securities LLC, as Sole Arranger, and the Lenders
party thereto.

PCFG and Party City Franchise Group Holdings, LLC, the sole member
of PCFG have been designated by the Board of Directors of the
Company as "Unrestricted Subsidiaries" pursuant to the Company's
existing ABL Credit Agreement, and the indenture governing its
8.75% Senior Subordinated Notes and neither PCFG nor Party City
Holdings is a guarantor of the Company's existing credit
facilities or indenture.  In addition, PCFG's credit facility is a
stand alone facility for PCFG and is not guaranteed by the Company
or its other subsidiaries.

Pursuant to the PCFG Credit Agreement, PCFG borrowed $30,000,000
in term loans and obtained a committed revolving credit facility
in an aggregate principal amount of up to $20,000,000 for working
capital and general corporate purposes and the issuance of letters
of credit -- of up to $5,000,000 at any time outstanding.  At June
30, 2009, the balance of the term loan was $26,500,000.  There
were no borrowings under the PCFG Revolver and no outstanding
letters of credit at June 30, 2009.

Under the terms of Amscan's indebtedness, PCFG is an unrestricted
subsidiary and the acceleration of obligation under the PCFG Term
Loan would not constitute an event of default under Amscan's other
debt instruments.

Amscan Holdings, Inc., designs, manufactures, contracts for
manufacture, and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery throughout the world, including in North
America, South America, Europe, Asia and Australia.  In addition,
the Company operates specialty retail party supply stores in the
United States, and franchises both individual stores and franchise
areas throughout the United States and Puerto Rico, under the
names Party City, Party America, The Paper Factory and Halloween
USA.  The Company also operates specialty retail party and social
expressions supply stores under the name Factory Card & Party
Outlet.

On November 2, 2007 Party City completed the acquisition of 55
stores from franchisees in a series of transactions involving
Party City, Party City Franchise Group Holdings, LLC, a then
majority owned subsidiary of Party City, and Party City Franchise
Group, LLC, a wholly owned subsidiary of Party City Holdings.
PCFG operates the acquired 55 stores together with 11 previously
owned stores in the Florida and Georgia regions.

On December 30, 2008, the Company acquired the remaining Party
City Holdings equity held by two former franchisees, in exchange
for total consideration of $15,944,000 which included cash of
$500,000 and warrants to purchase 544.75 shares of AAH Holding
Company, Inc common stock at $0.01 per share.

                           *     *     *

As of August 19, 2009, the Company continues to carry Moody's "B2"
LT Corp Family rating, "Ba3" Bank Loan Debt rating, "Caa1" Senior
Subordinate rating, and "B2" Probability of default rating.  The
Company also continues to carry S&P's "B" LT Issuer credit
ratings.


ANEKONA LLC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Anekona, LLC, has filed with the U.S. Bankruptcy Court for the
District of Hawaii its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,800,000
  B. Personal Property              $524,482
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,340,163
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $101,628
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $137,774
                                 -----------      -----------
        TOTAL                    $22,324,482      $26,579,565

Kamuela, Hawaii-based Anekona LLC is a real estate developer.  The
Company filed for Chapter 11 relief on June 26, 2009 (D. Hawaii
Case No. 09-01439).  William H. Gilardy, Jr., Esq., represents the
Debtor as counsel.  In its petition, the Debtor listed between
$10 million and $50 million each in assets and debts.


ANEKONA LLC: Hires William Gilardy as Bankruptcy Counsel
--------------------------------------------------------
Anekona LLC asks the U.S. Bankruptcy Court for the District of
Hawaii for permission to employ William H. Gilardy, Esq., as its
bankruptcy counsel.

Mr. Gillardy, Jr. tells the Court that he does not hold or
represent any interest adverse to the Debtor or its estate.

The Debtor has agreed to pay Mr. Gillardy a $25,000 retainer fee.

Kamuela, Hawaii-based Anekona, LLC, is a real estate developer.
The Company filed for Chapter 11 relief on June 26, 2009 (D.
Hawaii Case No. 09-01439).  William H. Gilardy, Jr., Esq.,
represents the Debtor as counsel.  In its petition, the Debtor
listed between $10 million and $50 million each in assets and
debts.


ANNIE LEIBOVITZ: Goldman Partly Owns $24-Million Loan
-----------------------------------------------------
According to Katya Kazakina at Bloomberg News, Goldman Sachs Inc.
said it owns part of the $24 million loan to Annie Leibovitz that
led to the breach-of-contract suit she is facing.  Goldman, the
report relates, has offered to work with Ms. Leibovitz to resolve
her financing needs.  Andrea Raphael, a Goldman spokeswoman, said,
"We have proposed to Art Capital that we terminate the current
loan agreement with their affiliate so that we can work directly
with Ms. Leibovitz."

Art Capital Group, in September 2008, gave celebrity photographer
Annie Leibovitz access to a $24 million loan, backed by rights to
her photograph and real estate in New York.  Their agreement was
that Art Capital would be the "irrevocable, exclusive agent" for
the sale of her works and property for the loan's length and for
two years after she pays it off.

Ms. Leibovitz has been unable to pay off the loan.  Art Capital is
now suing Ms. Leibovitz before the New York State Supreme Court,
New York County, in Manhattan (Case No. 09-602334), for breach of
contract, claiming that Ms. Leibovitz has not cooperated with the
sale of her photographs and has not granted access to the real
estate backing the loans.

According to an August 5 report by Bloomberg News, Thomas Kline,
Esq., a partner at Andrews Kurth, which specializes in art law and
litigation, said that filing for bankruptcy rather than
challenging the lawsuit, may be better legal strategy for Ms.
Leibovitz.

Mr. Kline, Bloomberg relates, said that while a bankruptcy filing
would make Ms. Leibovitz's finances public, it would stay the
lawsuit while she considers her options.  According to Mr. Kline,
the bankruptcy court may be "may be more attuned to fairness
issues with regard to her and to all her creditors."

Annie Leibovitz, 59, is the creator of famous photographs
including a nude of John Lennon in a fetal position with Yoko Ono,
and a portrait of a pregnant, naked Demi Moore published on the
cover of Vanity Fair magazine.


ANTOIN REZKO: Mansion Sold to Lender for $2.8 Million
-----------------------------------------------------
According to Chicago Tribune, Antoin "Tony" Rezko's Wilmette
mansion was sold for $2.8 million at an auction.  Bank of America,
which foreclosed on the property in May for a $5.9 million claim,
was the sole bidder.

Antoin "Tony" Rezko was a political fundraiser, restaurateur, and
real estate developer in Chicago, Illinois.  Mr. Rezko is in
federal custody awaiting sentencing for his conviction on charges
of fraud, money laundering and abetting bribery.


ASAP EXCAVATION: Case Summary 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Asap Excavation, LLC
           aka Asap Excavation
        799 Hwy. 181 N.
        Elephant Butte, NM 87935

Bankruptcy Case No.: 09-13667

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: William F. Davis, Esq.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  Email: daviswf@nmbankruptcy.com

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

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

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

             http://bankrupt.com/misc/nmb09-13667.pdf

The petition was signed by Paul Joseph Petersen, managing member
of the Company.


ASARCO LLC: Grupo Mexico Arranges $1.5-Bil. Financing for Purchase
------------------------------------------------------------------
Steven Church at Bloomberg reported that Grupo Mexico SAB told the
Bankruptcy Court that it has a definitive term sheet with five
banks for a $1.5 billion in financing to acquire ASARCO LLC.
Grupo Mexico said it is ready to pay a $22.5 million commitment
fee to the unnamed banks if its proposed Chapter 11 Plan for
ASARCO is selected.

Mr. Church reported August 17 that 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 plans 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)


ATLAS PIPELINE: Shares Sale Deals Won't Affect S&P's 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that midstream energy
company Atlas Pipeline Partners L.P.'s (B-/Negative/--)
announcement that it has entered into definitive agreements with
institutional investors to sell about 2.7 million common units in
a private placement does not immediately affect the company's
ratings or outlook.  S&P views the transaction as supportive of
credit because the company plans to use proceeds to reduce
leverage by repaying a portion of its secured term loan as well as
terminating certain out-of-the-money legacy natural gas derivative
contracts, which could improve Atlas's cash flow.  S&P does not
view this transaction as a distressed exchange under S&P's
criteria, because Atlas is contractually obligated to repay the
term loan at par.

The company will place the common units at $6.35 per unit for
gross proceeds of about $17 million.  The investors will have the
right to purchase an additional 2.7 million units at $6.35 million
for a period of up to two years following the initial issuance.


BALLY TOTAL: District Court Explains Scrapped Carrera Appeal
------------------------------------------------------------
Judge Jed S. Rakoff, U.S.D.J. at the U.S. District Court for the
Southern District of New York, affirmed the decision of Judge
Lifland denying the requests of Cesar Carrera, Kevin Lai and Danna
Brown to (i) allow a class proof of claim and (ii) lift the
automatic stay or, in the alternative, for class certification in
Bally Total Fitness Holding Corp.'s cases.

The Carrera Plaintiffs commenced an action against the Debtors in
the California State Court in December 2005, asserting the
Debtors' alleged failure to pay, among other things, off-the-clock
work and other wages.

In an 11-page opinion, Judge Rakoff said that Class treatment may
be permitted in bankruptcy proceedings (i) when the proposed class
was certified prepetition, (ii) when the members of the putative
class received adequate notice of the bar date for filing proofs
of claim, and (iii) when class certification will not adversely
affect the administration of the Chapter 11 cases.

No class was certified prepetition, and neither did the Carrera
Plaintiffs move for class certification during the three years
that their Action was pending in the California State Court,
according to Judge Rakoff.

Moreover, he continued, the Plaintiffs have failed to demonstrate
the superiority of class treatment.  As the Bankruptcy Court
noted, the Plaintiffs' allegations require individual analysis
with respect to numerous legal and factual issues, including,
among other things, whether the Plaintiffs performed "hours
worked" as defined under California law.

Permitting the Plaintiffs to pursue their allegations in the
Action will unduly interfere with the reorganization process and
would risk causing "the Debtors to refocus their energies on
litigation . . . rather than emergence from Chapter 11," the
District Court ruled.

Judge Rakoff further pointed out that the hearing to confirm the
Debtors' Amended Plan of Reorganization is already scheduled on
August 19, 2009.  Hence, he said, permitting relief from the Stay
to allow the Action to proceed will unnecessarily prejudice other
creditors' interests.

"It is clear that the Bankruptcy Court made its determination in
the context of the facts of the case," Judge Rakoff opined, adding
that its analysis "was altogether sound."

                     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)


BOWNE & CO: Moody's Changes Outlook to Stable; Affirms 'B1' Rating
------------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Bowne &
Co., Inc. to stable from negative following the application of
approximately $60 million of equity proceeds to debt repayment.

Moody's also affirmed the B1 corporate family rating.  The
reduction in balance sheet debt from approximately $115 million to
approximately $55 million diminishes refinancing risk, but Bowne's
revolving credit facility matures in May 2011, which, along with
continued weakness and lack of visibility in the capital markets
segment, constrains the rating.  However, evidence of successful
cost cutting, which Moody's expects to offset much of the revenue
shortfall compared to prior expectations, supports the rating.

A summary of the action follows.

Bowne & Co., Inc.

  -- Outlook, Changed To Stable From Negative
  -- Corporate Family Rating, Affirmed B1
  -- Probability of Default Rating, Affirmed B1
  -- Subordinate Convertible Bonds, Affirmed B3, LGD6, 96%

Bowne's B1 corporate family rating reflects its exposure to the
capital markets cycle and market activity level, modest EBITDA
margins (further depressed by current softness in capital
markets), the seasonality of and volatility of its cash flow, and
some vulnerability to the decline in printed material.  Evidence
of management's commitment to improving its credit profile and
success in executing on cost reduction initiatives, the moderate
debt level, expectations for modestly positive free cash flow in
2009, some recurring revenue and Bowne's leading market share
support the rating.

Moody's expected Bowne's business diversification to enable it to
withstand a downturn in the capital markets, but the severity and
prolonged nature of the current decline exceeds previous
expectations, resulting in a material negative impact on credit
metrics.  Moody's expect that cost cutting actions and the recent
debt reduction with equity proceeds, as well as the elimination of
cash dividends, will enable the company to sustain metrics that
still position it in the B1 corporate family rating, although
weakly, over the next year, and that with stabilization in revenue
the company's metrics should strengthen within this category.

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

The most recent rating action on Bowne occurred on February 6,
2009, when Moody's downgraded Bowne's corporate family rating to
B1 and changed the outlook to negative.

Bowne & Co., Inc., provides global shareholder and marketing
communications services, including capital markets communications,
preparation and filing of regulatory and shareholder documents
online and in print, and the creation and distribution of
customized communication on demand.  With headquarters in New
York, New York, Bowne maintains 50 offices around the globe and
has approximately 2,800 employees.  Annual revenue is
approximately $700 million.


CARGO ACQUISITION: Moody's Affirms Junior Rating at 'Ba1'
---------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior secured and Ba1
junior rating of Cargo Acquisition Companies Obligated Group (the
Group or Cargo).  The outlook was changed from stable to negative.

The rating affirmation takes into account Moody's review of the
Group's financial and operating performance through March 31,
2009, which remains consistent with forecasted levels in spite of
material weakening in the air cargo industry.  That weakening in
the industry has resulted in deteriorating vacancy rates at
several facilities.  The Group's combined vacancy rate is so far
within historical levels and the ability of the Group to maintain
financial ratios in the face of a weak industry reflects these
strengths: a) the joint and several obligation from 14 different
members of the Group; b) revenues largely insulated from cargo
volume risk; c) diversity of tenants with approximately 80
different tenants -although there is some concentration risk; d)
last but not least, Cargo members operating facilities on airport
lands, most of which have airside access, a valuable competitive
position since facilities with airside access are a relatively
finite resource.

However, Moody's notes that the short term nature of the sub-
leases exposes Cargo to tenant renewal risk.  The current economic
conditions in the air cargo industry with its volumes well below
historical levels, very weak load factors and declining revenues
will likely translate into somewhat higher vacancy rates for Cargo
and declining revenues which will weaken DSCR's until the air
cargo industry resumes its growth.  Accordingly, the outlook was
changed from stable to negative.

The last rating action was on December 15, 2004, when the Baa3/Ba1
ratings were affirmed.

Cargo's ratings were assigned by evaluating factors believed to be
relevant to the credit profile of the issuer such as i) the
business risk and competitive position of the issuer versus others
within its industry or sector, ii) the capital structure and
financial risk of the issuer, iii) the projected performance of
the issuer over the near to intermediate term, and iv) the
issuer's history of achieving consistent operating performance and
meeting budget or financial plan goals.  These attributes were
compared against other issuers both within and outside of Cargo's
core peer group and Cargo's ratings are believed to be comparable
to ratings assigned to other issuers of similar credit risk.

                           Debt List

(1) $5,420,000 Senior Bonds, 2002 series, 6.5% coupon due
    01/01/2024

(2) $2,355,000 Senior bonds, 2003 series, 5.75% coupon due
    01/01/2032

(3) $16,190,000 Senior bonds, 2002 series, 6.375% coupon due
    01/01/2023

(4) $3,295,000 Senior bonds, 2002 series, 6.25% coupon due
    01/01/2030

(5) $18,885,000 Senior bonds, 2003 series, 5.75% coupon due
    01/01/2032

(6) $8,595,000 Senior bonds, 2002 series, 6.5% coupon due
    01/01/2025

(7) $4,280,000 Junior bonds, 2002 series, 7.50% coupon, due
    01/01/2025

(8) $5,380,000 Senior bonds, 2002 series, 6.65% coupon, due
    01/01/2025

(9) $4,570,000 Senior bonds, 2002 series, 6.25% coupon, due
    01/01/2030

(10) $1,430,000 Senior bonds, 2003 series, 5.75% coupon, due
     01/01/2023

(11) $3,410,000 Junior bonds, 2003 series, 6.75% coupon, due
     01/01/2023

(12) $7,395,000 Junior Bonds, 2003 series, 6.75% coupon, due
     01/01/2032

(13) $1,050,000 Senior Bond, 2002 series, 6.25% coupon, due
     01/01/2019

(14) $10,290,000 Junior bond, 2002 series, 7.50% coupon, due
     01/01/2025

(15) $6,960,000 Senior bonds, 2003 series, 7.125% coupon, due
     01/01/2016

(16) $13,975,000 Senior Bonds, 2002 series, 6.125% coupon, due
     01/01/2032

(17) $6,005,000 Junior Bonds, 2002 series, 7.25% coupon due
     01/01/2032

Cargo Acquisition Companies Obligated Group is comprised of
fourteen entities (each a member) that are wholly-owned
subsidiaries of Cargo Acquisition Company, a 100% subsidiary of
CalEast Air Cargo, LLC.  Each of the Group's member was formed for
the purpose of developing and operating air cargo facilities.
Aeroterm US, Inc., serves as property and development manager at
each of the properties.


CDX GAS: Can Sell Oil & Gas Leases to EnerVest for $29.3 Million
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted CDX Gas, LLC, et al., permission to sell certain assets
owed by CDX Gas, LLC, all of the assets of CDX Barnett, LLC, and
CDX Shale, LLC, and the Debtors' equity interests in Arkoma
Gathering, LLC, to EnerVest Energy Institutional Fund XI-A, L.P.,
and EnerVest Energy Institutional Fund XI-WI, L.P., for the
purchase price of $29,321,380.

The assets to be acquired by EnerVest include 75% equity interest
as a member in Arkoma and, all of CDX Gas, LLC's interests in:

  (a) (i) oil and gas leases and coalbed methane leases, and
      (ii) the interests in any units or pooled or communitized
      lands arising on accounts of the leases having been unitized
      or pooled into such units or with such lands;

  (b) all oil and gas methane wells attributable to the leases or
      unit interests;

  (c) all production facilities, structures, tubular goods, well
      equipment, lease equipment, production equipment, pipelines,
      machinery, inventory and all other personal property,
      fixtures and facilities.

Permits, licenses, offices, personal property, lands and leases,
all hydrocarbons, all contracts, records, files, and contracts,
and other properties will also be included in the sale.

A full-text copy of the Court's order approving the sale of the
assets and equity interests is available for free at:

      http://bankrupt.com/misc/cdxgas.saleorder.enervest.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.  In its
schedules, CDX listed total assets of $996,308,606 and total debts
of $831,259,526.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  Gardere Wynne Sewell LLP,
serves as conflicts counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The Debtors also hired Ryder Scott
Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as
special title examination counsel; Fish & Richardson LLP as
Special Intellectual Property Counsel; Deloitte Tax LLP as Tax
Consultants; and Jefferies & Company, Inc., as valuation experts.

On January 7, 2009, the Office of the United States Trustee
informed the Court of its inability to solicit sufficient interest
from creditors to form an official committee of unsecured
creditors.


CDX GAS: Court Dismisses Arkoma Gathering's Bankruptcy Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted the motion of Arkoma Gathering, LLC, dismissing its
bankruptcy case.

Arkoma filed for Chapter 11 relief on April 1, 2009.

In its motion, the Company said that it filed for bankruptcy with
the understanding that it would need to avail itself of the
provisions of Section 363(f) of the Bankruptcy Code to transfer
assets to EnerVest, Ltd., but later EnerVest decided to purchase
the related Debtors' equity interests in the Company, and
therefore, a sale of its assets is not needed.

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.

The Company and 19 of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.  In its
schedules, CDX listed total assets of $996,308,606 and total debts
of $831,259,526.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  Gardere Wynne Sewell LLP,
serves as conflicts counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The Debtors also hired Ryder Scott
Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as
special title examination counsel; Fish & Richardson LLP as
Special Intellectual Property Counsel; Deloitte Tax LLP as Tax
Consultants; and Jefferies & Company, Inc., as valuation experts.

On January 7, 2009, the Office of the United States Trustee
informed the Court of its inability to solicit sufficient interest
from creditors to form an official committee of unsecured
creditors.


CDX GAS: Obtains Final Authority to Use Lenders' Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted CDX Gas LLC, et al., permission, on a final basis, to use
cash collateral of (i) Bank of Montreal, as administrative agent
for the first lien lenders and the secured swap parties and (ii)
Credit Suisse, as administrative and collateral agent for the
second lien lenders.  Cash collateral will be used solely to fund
expenditures in accordance with a budget.

As adequate protection, the first lien secured parties are granted
valid and perfected superpriority replacement security interests
in all of the Debtors' personal and real property, whether
acquired prepetition or postpetition, limited to the extent of the
actual diminution of the value of the first lien secured parties'
interests in the collateral.

The second lien lenders are granted second-priority replacement
security interests in the all of the Debtors' Replacement
Collateral.  Said liens are also granted superpriority
administrative claims junior in priority to the superpriority
administrative claims granted to the first lien secured parties.

As adequate protection for the actual diminution in the value of
their prepetition M&M liens, Baker Hughes Oilfield Operations,
Inc., and Pinpoint Drilling & Directional Services, LLC, are
granted replacement liens in all of the Debtors' real property,
whether acquired prepetition or postpetition, which liens shall
have the same relative priority to any replacement liens granted
to the first lien secured parties and to the second lien lenders.

A full-text copy of the 3rd amended final cash collateral order
and budget is available for free at:

     http://bankrupt.com/misc/cdxgas.3rdamendedfinalorder.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.

The Company and 19 of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. S.D. Tex. Lead Case No.
08-37922).  CDX Rio, LLC, an entity in which CDX Gas indirectly
owns a 90% membership interest, and Arkoma Gathering, LLC, an
entity in which CDX Gas owns a 75% membership interest, filed for
Chapter 11 protection on April 1, 2009.  In its schedules, CDX
listed total assets of $996,308,606 and total debts of
$831,259,526.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  Gardere Wynne Sewell LLP,
serves as conflicts counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The Debtors also hired Ryder Scott
Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as
special title examination counsel; Fish & Richardson LLP as
Special Intellectual Property Counsel; Deloitte Tax LLP as Tax
Consultants; and Jefferies & Company, Inc., as valuation experts.

On January 7, 2009, the Office of the United States Trustee
informed the Court of its inability to solicit sufficient interest
from creditors to form an official committee of unsecured
creditors.


CHARMING SHOPPES: Alliance Data Deal Won't Move S&P's 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that its ratings and
outlook on Bensalem, Pennsylvania-based Charming Shoppes Inc. (B-
/Stable/--) will remain unchanged following the company's
announcement that it will sell its private-label credit card
program to Alliance Data Systems Corp.

Charming Shoppes expects to receive net proceeds of approximately
$110 million for the sale and expects to hold proceeds as cash on
its balance sheet.  While this additional cash enhances the
company's overall liquidity position, S&P does not expect any
improvement in credit metrics and currently, the company's
ratings, including its 'B-' corporate credit rating, remain
unchanged.


CIGNA CORPORATION: Moody's Assigns Preferred Stock Rating at 'Ba1'
------------------------------------------------------------------
Moody's has assigned provisional ratings (senior debt at (P)Baa2)
to CIGNA Corporation's new shelf registration.  This new shelf
registration replaces CIGNA's previously filed shelf registration
of August 17, 2006.  The shelf will be used for general corporate
purposes, including debt refinancing.  The outlook on all the
shelf ratings is negative, aligned with the negative outlook on
CIGNA.

Moody's has assigned these provisional ratings with a negative
outlook:

* CIGNA Corporation -- provisional senior unsecured debt at
  (P)Baa2; provisional subordinated debt at (P)Baa3; provisional
  junior subordinated debt at (P)Baa3; provisional preferred stock
  at (P)Ba1.

Moody's most recent rating action on CIGNA was on February 25,
2009 when the rating agency affirmed CIGNA's ratings with a
negative outlook reflecting CIGNA's exposure to earnings
volatility and potential losses from its run-off reinsurance
segment, as well as the equity market sensitivity of CIGNA's
under-funded defined pension plan.

CIGNA Corporation, headquartered in Philadelphia, PA, provides
employee benefits, including health care products and services,
and group disability, life and accident insurance throughout the
United States.  It also provides life, accident, health and
expatriate employee benefits insurance coverage in selected
international markets, primarily in Asia and Europe.  For the
first six months of 2009, the company reported consolidated GAAP
revenues of approximately $9.3 billion.  As of June 30, 2009,
shareholders' equity was approximately $4.5 billion, and total
enrollment was 11.2 million medical members (excluding Part D
membership and standalone dental, behavioral care, and pharmacy
members).


CIT GROUP: Holders of Canada Securities May Have Extra Claim
------------------------------------------------------------
Caroline Salas and Bryan Keogh at Bloomberg reported August 18
that CIT Group Inc. bonds issued through a Canada unit rallied
after the company disclosed that holders of the securities may
have an extra claim in a bankruptcy.

CIT Group Funding Co. of Canada's $700 million of 5.2% debt due in
2015 climbed 3.875 cents on the dollar to 73.875 cents as of 10:04
a.m. in New York, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The debt
yields 11.5%.

CIT Group Inc. said in its second quarter report on Form 10-Q that
the $31.25 billion in total unsecured notes it has reported
included $2.2 billion of unsecured debt issued by its wholly owned
finance subsidiary, CIT Group Funding Company of Delaware (CITGF)
and fully guaranteed by CIT Group Inc.  At the time that the debt
was issued, CITGF was a Canadian legal entity.  In December, 2007,
as part of an internal tax reorganization, the Company
redomesticated the legal entity in Delaware.  CITGF is a finance
company.  Its sole business was to issue debt, the proceeds of
which were lent to an affiliate to fund its business.  CITGF's
assets consist of notes receivable from this affiliate.

That may allow holders of the Canada securities to "double dip"
with two claims in a bankruptcy, according to Adam Cohen, founder
of debt research firm Covenant Review LLC, Bloomberg reported.
"If you hold the CIT Canada bonds you get to claim against CIT,
then you also get to try to seize the intercompany note and CIT go
after whoever the affiliate is."

Covenant Review predicted in a July 22 report that such an
intercompany loan may exist.

                       Restructuring Plan

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

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: 4.33% Stake Now Held by Moore Capital Management
-----------------------------------------------------------
Moore Capital Management L.P., on August 16 filed a Form 13F
disclosing shares of stock of various companies that it is
holding.  According to Bloomberg, Moore Capital, the investment
firm founded by Louis Bacon, has added 16.8 million shares of CIT
Group Inc. during the second quarter, making it the fifth-largest
holder of the Company.  Moore now holds 4.33% of CIT's outstanding
shares.  The company showed no stake in CIT at the end of the
first quarter, according to a regulatory filing by Moore, which
oversees about $16 billion.  As of July 31, 2009 there were
392,081,921 shares of CIT Group's common stock outstanding.  A
copy of tine investment manager's Form 13F filed with the
Securities and Exchange Commission on August 16 is available at
http://researcharchives.com/t/s?422d

                       Restructuring Plan

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

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: DBRS Discontinues 'C' Rating on Floating Rate Notes
--------------------------------------------------------------
DBRS has discontinued the C rating of CIT Group Inc.'s Floating
Rate Senior Notes Due August 2009 (ISIN #US125581CR74).  DBRS has
discontinued the rating following the Company's announcement that
59.81% of the total Notes outstanding were validly tendered.  The
amount tendered was in excess of the 58% revised minimum condition
set to successfully complete the tender offer.  Further, CIT
announced that the Company has paid all amounts due on the Notes
that matured on August 17, 2009, but were neither tendered in, nor
subject to the tender offer in accordance with the terms of those
Notes.  DBRS views the revised terms of the tender offer as not
coercive.  The Issuer Rating of CIT remains at CCC, Under Review
with Negative Implications, where they were placed on April 24,
2009.

                          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 in the Troubled Company Reporter on August 18, 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.


CIT GROUP: Fitch Downgrades Issuer Default Rating to 'RD'
---------------------------------------------------------
Fitch Ratings has downgraded CIT Group Inc.'s Issuer Default
Rating to Restricted Default (RD) from 'C' following completion of
the company's bond tender offer, which covered the purchase of
59.81% of the company's $1 billion floating rate senior secured
notes.

The purchase is considered a Coercive Debt Exchange and consistent
with Fitch's CDE criteria.  Specifically, bondholders that validly
tendered will receive a reduction in principal and, absent
completion of the offer, there would have existed a very high
probability that CIT would file for bankruptcy.

Despite completion of the offer, Fitch believes CIT's liquidity
issues remain acute with bankruptcy still a potential outcome.
Fitch also believes that, as part of the company's broader
recapitalization plan, additional CDEs are forthcoming.  Since the
company's future prospects remain uncertain, Fitch does not
anticipate raising CIT's IDR in the near term.  The issue level
ratings of CIT and the ratings of CIT Bank and CIT's non U.S.
subsidiaries are unaffected by the action.

This has been downgraded:

CIT Group Inc.

  -- Long-term IDR to 'RD' from 'C';
  -- Short-term IDR at to 'RD' from 'C';
  -- Individual rating to 'F' from 'E'.

These ratings remain unchanged:

CIT Group Inc.

  -- Senior debt of 'C/RR4';
  -- Subordinated of 'C/RR6';
  -- Junior subordinated debt of 'C/RR6';
  -- Senior subordinated debt of 'C/RR6';
  -- Preferred stock of 'C/RR6'
  -- Short-term debt of 'C'
  -- Support rating of '5';
  -- Support floor of 'NF'.

CIT Bank

  -- Long-term IDR 'C';
  -- Long-term deposits 'CCC/RR2';
  -- Short-term IDR'C';
  -- Short-term deposits 'C';
  -- Individual rating 'E';
  -- Support rating '5';
  -- Support floor 'NF'.

CIT Funding Group of Canada, Inc.

  -- Long-term IDR 'C';
  -- Senior debt 'C/RR4';
  -- Short-term IDR 'C'.

CIT Group (Australia) Inc.

  -- Long-term IDR 'C';
  -- Senior 'C/RR4';
  -- Short-term IDR 'C';
  -- Short-term 'C'.


CIT GROUP: S&P Downgrades Counterparty Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on CIT Group Inc. to 'SD'
(selective default) from 'CC' following the completion of CIT's
tender offer for its $1 billion of senior unsecured notes due
Aug. 17, 2009.  In addition, S&P lowered its rating on the
$1 billion of senior unsecured notes to 'D' from 'CC'.  This
rating will be subsequently withdrawn.  The long-term counterparty
credit rating was removed from CreditWatch, where it was placed
with negative implications on June 12, 2009.

"Under S&P's criteria, S&P view CIT's completed exchange offer as
a distressed exchange," said Standard & Poor's credit analyst Rian
M. Pressman, CFA.  Certain holders accepted less than the original
promise and CIT's financial position remains precarious.  As of
the expiration date of the tender offer, almost 60% of the notes
were tendered for a purchase price of $875 per $1000.  (The
remaining notes will be paid in full.)

The successful completion of this tender offer was an important
first step in what S&P believes will be a comprehensive
restructuring of CIT's obligations.  S&P believes that the risk of
bankruptcy remains significant.  Moreover, recent regulatory
actions by the Federal Reserve Bank of New York (Federal Reserve)
illustrate the gravity of the company's financial position.  CIT's
written agreement with the Federal Reserve focused on corporate
governance, credit risk management, capital, and funding.
Restrictions were also imposed on hybrid equity distributions.
(CIT's board suspended preferred dividends on Aug. 3, 2009.) S&P's
'C' rating on CIT's hybrid equity instruments reflects the
suspension of payments.

S&P expects to reassess its ratings on CIT in the near term,
factoring into S&P's assessment, among other considerations, the
company's restructuring plans.  S&P believes that significant
additional distressed exchanges may be part of any restructuring
plan.


CITIGROUP INC: Discloses Holdings in Various Firms at June 30 Qtr
-----------------------------------------------------------------
Citigroup Inc. filed a quarterly report on Form 13F-HR in its role
as institutional investment manager to disclose positions and
holdings in various companies for the period ended June 30, 2009.
The positions and holdings disclosed in the report include
securities held by the portion of Morgan Stanley Smith Barney
LLC's business that was contributed by Citigroup Inc. and its
affiliates under an Amended and Restated Joint Venture
Contribution and Formation Agreement dated as of May 29, 2009.
Citigroup Inc. indirectly owns 49% of Morgan Stanley Smith Barney.

Citigroup holds 15,958 different types of securities valued at
$100,387,922,472 in various companies, including Daimler AG,
Deutsche Bank AG, Bank of America, Banco Santander, MF Global,
Lazard Ltd., AT&T, Aflac, Abbott, ArcelorMittal, and Comcast.

A full-text copy of the report is available at no charge at:

               http://ResearchArchives.com/t/s?4227

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

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

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


CITIGROUP INC: Holds 28.6% of BlackRock Auction Rate Preferreds
---------------------------------------------------------------
Citigroup Inc., Citigroup Global Markets Inc., Citigroup Financial
Products Inc., and Citigroup Global Markets Holdings Inc. disclose
in a regulatory filing that as of July 31, 2009, they:

     -- hold 299 shares or 28.6% of the Auction Rate Preferred
        securities issued by BlackRock Florida Insured Municipal
        2008 Term Trust.

     -- no longer hold Auction Rate Preferred securities issued
        by Cohen & Steers Advantage Income Realty Fund Inc.  No
        explanation was provided in the filing.

     -- no longer hold Auction Rate Preferred securities issued
        by Calamos Convertible & High Income Fund.  No explanation
        was provided in the filing.

     -- hold 841,399 shares or 3.5% of Hutchinson Technology
        Incorporated common stock.

With respect to the Hutchinson stock, Douglas Turnbull, Citigroup
assistant secretary, said the positions and holdings disclosed in
the report as beneficially owed by Citigroup include 270 shares
that are beneficially owned by the portion of Morgan Stanley Smith
Barney LLC's business that was contributed by Citigroup Inc. and
its affiliates under a Joint Venture Contribution and Formation
Agreement dated as of January 13, 2009, which represent 0.0% of
the Shares outstanding in the applicable class of securities of
the issuer.  Citigroup Inc. indirectly owns 49% of Morgan Stanley
Smith Barney.

CFP is the sole stockholder of CGM.  CGM Holdings is the sole
stockholder of CFP.  Citigroup is the sole stockholder of CGM
Holdings.

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

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

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


CITIGROUP INC: Inks Terms Pact with Underwriters of 6.375% Notes
----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
copy of:

     -- Terms Agreement, dated August 5, 2009, among the Company
        and the underwriters relating to the offer and sale of the
        Company's 6.375% Notes due August 12, 2014.

        See http://ResearchArchives.com/t/s?4229

     -- Form of Note for the Company's 6.375% Notes due August 12,
        2014.

        See http://ResearchArchives.com/t/s?422b

As reported by the Troubled Company Reporter on August 10, 2009,
Citigroup Inc. intends to issue $2,500,000,000 in 6.375% Senior
Notes due 2014.  The debt is not guaranteed under the Federal
Deposit Insurance Corporation's Temporary Liquidity Guarantee
Program.

The notes will mature on August 12, 2014.  The notes will bear
interest at a fixed rate of 6.375% per annum.  Interest on the
notes is payable semi-annually on the 12th day of each February
and August, commencing February 12, 2010.  The notes may not be
redeemed prior to maturity unless changes involving United States
taxation occur which could require Citigroup to pay additional
amounts.

The notes are being offered globally for sale in the United
States, Europe, Asia and elsewhere where it is lawful to make such
offers.  Application will be made to list the notes on the
regulated market of the Luxembourg Stock Exchange, but Citigroup
is not required to maintain this listing.

The TCR said the total public offering price is $2,483,075,000.
The total underwriting discount is $8,125,000.  The total proceeds
to Citigroup (before expenses) is $2,474,950,000.

Interest on the notes will accrue from August 12, 2009, to the
date of delivery.  Net proceeds to Citigroup (after expenses) are
expected to be $2,474,775,000.

Citigroup Global Markets Inc. is acting as sole bookrunning
manager for the offering and as representative of the
underwriters.  Each underwriter has severally agreed to purchase
from Citigroup the principal amount of notes set forth opposite
the name of each underwriter:

                                               Principal Amount
     Underwriter                                   of Notes
     -----------                               ----------------
Citigroup Global Markets Inc.                    $2,137,500,000
Banc of America Securities LLC                       62,500,000
Deutsche Bank Securities Inc.                        62,500,000
Goldman, Sachs & Co.                                 62,500,000
UBS Securities LLC                                   62,500,000
Barclays Capital Inc.                                12,500,000
BNP Paribas Securities Corp.                         12,500,000
nabCapital Securities, LLC                           12,500,000
RBC Capital Markets Corporation                      12,500,000
RBS Securities Inc.                                  12,500,000
Sandler O'Neill & Partners, L.P.                     12,500,000
SBK-Brooks Investment Corp.                          12,500,000
TD Securities (USA) LLC                              12,500,000
Utendahl Capital Partners, L.P.                      12,500,000
                                               ----------------
                      Total                      $2,500,000,000

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

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

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


CITIGROUP INC: To Issue $5.6MM Caterpillar-Linked Notes Due 2010
----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
final pricing supplement on Form 424B2 in connection with
Citigroup Funding Inc.'s planned issuance of 560,000 shares of 14%
Equity LinKed Securities Based Upon the Common Stock of
Caterpillar Inc. due March 15, 2010.

At $10.00 per Note, the total public offering price is $5,600,000.
Proceeds to Citi Funding will be $5,530,000.

Some key characteristics of the ELKS include:

     -- The ELKS pay a fixed coupon, with a yield greater than
        both the current dividend yield of the Underlying Equity
        and the yield that would be payable on a conventional debt
        security of the same maturity issued by Citi Funding.  The
        ELKS will pay a coupon on the Maturity Date equal to 14%
        per annum (8.24% for the term of the ELKS on a simple
        interest basis).

     -- While the ELKS provide limited protection against the
        decline in the price of the Underlying Equity, the ELKS
        are not principal protected.  For each ELKS held at
        maturity, the investor will receive either (a) a fixed
        number of shares of the Underlying Equity equal to the
        Equity Ratio -- or, if the investor elects, the cash value
        of those shares based on the closing price of the
        Underlying Equity on the Valuation Date -- if the price of
        the Underlying Equity is less than or equal to the
        Downside Threshold Price at any time from the Pricing Date
        up to and including the Valuation Date -- whether intra-
        day or at the close of trading on any day -- or (b) $10 in
        cash.  Thus, if an investor receives shares of the
        Underlying Equity at maturity -- or, if the investor
        elects, the cash value of those shares -- and the price of
        the Underlying Equity at maturity -- or on the Valuation
        Date if the investor elects to receive the cash value of
        those shares -- is less than the Initial Equity Price, the
        amount the investor receives at maturity for each ELKS
        will be less than the price paid for each ELKS and could
        be zero.

     -- In return for receiving the fixed coupon and limited
        protection against a decline in the price of the
        Underlying Equity, the investor gives up participation in
        any increase in the price of the Underlying Equity during
        the term of the ELKS (except in limited circumstances).
        Also, the investor will not receive dividends or other
        distributions, if any, paid on the Underlying Equity.

The ELKS are a series of unsecured senior debt securities issued
by Citi Funding.  Any payments due on the ELKS are fully and
unconditionally guaranteed by Citigroup Inc., Citi Funding's
parent company.  The ELKS will rank equally with all other
unsecured and unsubordinated debt of Citi Funding and, as a result
of the guarantee, any payments due under the ELKS will rank
equally with all other unsecured and unsubordinated debt of
Citigroup Inc.  The return of the principal amount of investment
in the ELKS at maturity is not guaranteed.

The ELKS are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.  All
payments on the ELKS are subject to the credit risk of Citigroup
Inc.

Citigroup Global Markets Inc., an affiliate of Citi Funding and
the underwriter of the sale of the ELKS, will receive an
underwriting fee of $0.125 for each $10.000 ELKS sold in the
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd. and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets $0.100 from this underwriting fee for each ELKS they sell.

Citigroup Global Markets will pay the Financial Advisors employed
by Citigroup Global Markets and Morgan Stanley Smith Barney LLC,
an affiliate of Citigroup Global Markets, a fixed sales commission
of $0.100 for each ELKS they sell.  Additionally, it is possible
that Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to this offering, even if the
value of the ELKS declines.

A full-text copy of the final pricing supplement is available at
no charge at http://ResearchArchives.com/t/s?4228

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

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

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


CITIZENS REPUBLIC: DBRS Downgrades Senior & Issuer Debt to 'B'
--------------------------------------------------------------
DBRS has downgraded the ratings of Citizens Republic Bancorp,
Inc., and its related entities, including its Issuer & Senior debt
rating to B (high) from BBB (low).  At the same time, DBRS
downgraded Citizens' banking subsidiaries' Deposits & Senior debt
ratings to BB from BBB.  All ratings remain Under Review with
Negative implications.

The rating actions reflect DBRS's concerns that Citizens continues
to struggle with steep asset quality erosion, in light of a
deteriorating capital position and pressured earnings capacity.
Heightened credit deterioration within the Company's commercial
real estate portfolio and more recently within its C&I and
residential mortgage lending, have placed considerable pressure on
the Company.  It is DBRS's perception that material amounts of
potential losses remain embedded in Citizen's loan portfolios,
especially given increasing unemployment and declining real estate
valuations, within its footprint.

DBRS comments that the ability of the Company's capital to absorb
future expected credit losses is severely constrained.  DBRS
recognizes the capital benefits of Citizens exchange offering for
its subordinated and trust preferred securities.  The ability of
the Company to improve its loss absorption capacity for the
intermediate term, however, is principally reliant upon its
ability to raise capital through other sources including the U.S.
Treasury Capital Assistance Program (CAP), the sale of assets or
additional issuances of common stock.

DBRS notes that the extremely difficult operating environment,
including the weakened economy within Citizen's footprint, is
likely to continue to constrain revenue growth and pressure
expenses while limiting improvement in core earnings.

DBRS will continue to focus on Citizens' ability to raise
additional capital to offset anticipated substantial intermediate
term credit costs and expenses related to its severe asset quality
erosion.  DBRS notes that a multiple-notch downgrade may result if
Citizen's fails to raise additional capital over the near term.

                  About Citizens Republic Bancorp

Citizens Republic Bancorp (Nasdaq: CRBC) --
http://www.citizensbanking.com/-- is a diversified financial
services company providing a wide range of commercial, consumer,
mortgage banking, trust and financial planning services to a broad
client base.  Citizens serves communities in Michigan, Ohio,
Wisconsin, and Indiana as Citizens Bank and in Iowa as F&M Bank,
with 231 offices and 267 ATMs.  Citizens Republic Bancorp is the
largest bank holding company headquartered in Michigan with roots
dating back to 1871.  Citizens Republic Bancorp is the 43rd
largest bank holding company headquartered in the United States.

As reported in the Troubled Company Reporter on August 18, 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.


CLOROX CO: June 30 Balance Sheet Upside-Down by $175 Million
------------------------------------------------------------
The Clorox Company unveiled an upside-down balance sheet at
June 30, 2009.  Clorox had $4.57 billion in total assets and
$4.75 billion in total liabilities, resulting in $175 million
stockholders' deficit as of June 30, 2009.

Clorox said it had solid earnings growth driven by stable sales
and strong gross margin expansion for its fourth quarter and
fiscal year 2009, which ended June 30, 2009.

Clorox reported fourth-quarter net earnings of $170 million, or
$1.20 diluted earnings per share, versus $158 million, or $1.13
diluted EPS, in the year-ago quarter, an increase of 8%.  Earnings
in the current quarter benefited from price increases, significant
cost savings and lower commodity costs.  The factors were
partially offset by the negative impact of foreign currency
translation; $11 million in pretax restructuring-related charges,
or 5 cents diluted EPS, primarily associated with the previously
announced consolidation of the company's manufacturing networks;
and $21 million from foreign-currency transaction losses, or 10
cents diluted EPS.  Excluding the impact of foreign currency
transaction losses and restructuring-related charges, the company
delivered $1.35 diluted EPS.

Earnings in the year-ago quarter were reduced by $10 million in
pretax charges, or 4 cents diluted EPS, from restructuring-related
charges and $3 million, or 1 cent diluted EPS, associated with the
Burt's Bees acquisition, partially offset by $9 million, or 4
cents diluted EPS, from foreign-currency transaction benefit.
Excluding these factors, the company delivered $1.14 diluted EPS
in the year-ago quarter.

Sales for the fourth quarter of fiscal 2009 were unchanged at $1.5
billion, compared with 11% sales growth in the year-ago quarter.
Excluding the impact of unfavorable foreign exchange rates and the
company's exit from its private-label food bags business, sales
were up 3%.

Total volume decreased 2%, as anticipated, primarily due to the
impact of price increases and the company's exit from its private-
label food bags business.

Gross margin increased 370 basis points to 45.8% from 42.1%.  The
year-over-year increase was due to the continuing benefit of price
increases, and the benefits of strong cost savings and lower
commodity costs, partially offset by the impact of higher
manufacturing and logistics costs and foreign currency transaction
losses.

"We are very pleased we've returned to gross margin expansion this
year, with increases for the second consecutive quarter and the
full fiscal year," said Executive Vice President -- Chief
Financial Officer Dan Heinrich.  "This is the first time in nine
quarters that we've had lower year-over-year net commodity costs."

Net cash provided by operations was $315 million, compared to $254
million in the year-ago quarter.  The increase was primarily due
to higher net earnings.  Clorox continued to use cash on hand and
free cash flow to pay down debt during the quarter.  The company's
debt to EBITDA (earnings before interest, taxes, depreciation and
amortization) ratio, as contractually defined, at June 30, 2009,
was 2.7 to 1.  Clorox made a voluntary $30 million pension
contribution in its fiscal fourth quarter.

                     Fiscal Year 2009 Results

For fiscal year 2009, Clorox reported net earnings of
$537 million, or $3.81 diluted earnings per share, versus
$461 million, or $3.24 diluted EPS, in fiscal 2008, an increase of
16%.  Earnings for the current fiscal year were negatively
impacted by $39 million, or 18 cents diluted EPS, from the
restructuring-related charges, and about $28 million, or 13 cents
diluted EPS from the aforementioned foreign currency transaction
losses.  Excluding these charges, the company delivered fiscal
year diluted EPS of $4.12.

Earnings in fiscal year 2008 were reduced by $59 million in pretax
charges, or 26 cents diluted EPS, associated with the
restructuring-related charges; $20 million, or 9 cents diluted
EPS, associated with the Burt's Bees acquisition; and $2 million,
or 1 cent diluted EPS, from foreign currency transaction losses.
Excluding these factors, the company delivered $3.60 diluted EPS
in fiscal 2008.

Sales for fiscal 2009 grew 3% to $5.5 billion.  Excluding the
impact of unfavorable foreign exchange rates, the exit from
private-label food bags and the benefit of a full year of sales
for Burt's Bees(R) products, sales increased 4%.

Total volume declined 1%, primarily due to the impact of price
increases earlier in the fiscal year and exiting the private-label
food bags business.  These factors were partially offset by
increased shipments of Burt's Bees(R) products, Green Works(R)
natural cleaning products, homecare products in Latin America,
Brita(R) water-filtration products, Clorox 2(R) stain fighter and
color booster and Hidden Valley(R) salad dressings.

Sales growth outpaced the change in volume primarily due to the
continuing benefit of price increases.

Gross margin increased 180 basis points, primarily due to price
increases earlier in the fiscal year and cost savings, partially
offset by the impact of higher costs for commodities and
manufacturing and logistics.

Net cash provided by operations was $738 million, compared to
$730 million in fiscal 2008.  These results include the voluntary
$30 million pension plan contribution.

Beginning with Clorox's Form 10-K for the fiscal year ended
June 30, 2009, the company will report its operations through four
reportable segments and Corporate.

"I'm extremely pleased with our strong performance in the fourth
quarter, especially given continued economic pressure on
consumers," said Chairman and CEO Don Knauss.  "We delivered our
second consecutive quarter of gross margin improvement and grew
net earnings despite significant foreign currency transaction
losses, and increased demand-building investment to support our
brands.  Our sales were stable, on top of 11% sales growth in the
year-ago quarter.  Clorox people around the world are doing a
terrific job of executing the day-to-day business in a very tough
environment."

Commenting on the company's fiscal year 2009 results, Mr. Knauss
said, "The organization delivered strong results in fiscal 2009.
We made significant progress against our Centennial Strategy.  We
drove sales growth on core businesses, including the Kingsford(R),
Hidden Valley(R), Green Works(R), Brita(R) and Clorox 2(R) brands,
and we maintained our all-outlet market share. We returned to
annual gross margin expansion for the year and, despite the
challenging economic environment, we're continuing to invest in
the long-term health of our brands."

Clorox filed with the Securities and Exchange Commission
Supplemental Information Regarding Financial Results.  A full-text
copy of Clorox's Supplemental Information:

               http://ResearchArchives.com/t/s?4214

                   Fiscal 2010 Financial Outlook

Clorox also confirmed its fiscal year 2010 financial outlook:

    * 1% to 2% sales growth
    * 50-100 basis points gross margin improvement
    * Diluted EPS in the range of $4.00 -$4.15

                       About Clorox Company

Based in Oakland, California, The Clorox Company (NYSE: CLX) --
http://www.TheCloroxCompany.com/-- manufactures and markets of
consumer products with fiscal year 2009 revenues of $5.5 billion.
Clorox markets some of consumers' most trusted and recognized
brand names, including its namesake bleach and cleaning products,
Green Works(R) natural cleaners, Armor All(R) and STP(R) auto-care
products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R)
charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and
sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and
containers, and Burt's Bees(R) natural personal care products.
With approximately 8,300 employees worldwide, the company
manufactures products in more than two dozen countries and markets
them in more than 100 countries.


COLISEUM ENTERTAINMENT: Complex to be Put Up for Sale 2x in Sept.
-----------------------------------------------------------------
Matt Miller at Pennlive.com reports that Coliseum Entertainment
Group, Inc.'s Megaplex is scheduled for Cumberland County
sheriff's and real estate tax sales in September.

Court documents say that the Members 1st Federal Credit Union
claim that Coliseum Entertainment defaulted on a mortgage secured
in 2007.

According to Pennlive.com, the sheriff's sale will be on
September 2.  It spurred by a $6.2 million mortgage foreclosure by
the Members 1st Federal Credit Union, says Pennlive.com.  The
report states that the real estate tax sale will be on
September 24.

Citing tax claims director Melissa Mixell, Pennlive.com says that
more than $102,000 in delinquent school, municipal, and county
property taxes is owed on the Coliseum for 2007 and 2008.
According to the report, Ms. Mixell said that the owners of
Coliseum Entertainment can avert the sale by paying the overdue
2007 taxes, which total $50,000.

The tax sale is not forestalled by the Chapter 11 bankruptcy
filing because the federal case doesn't involve the real estate,
Pennlive.com relates, citing Ms. Mixell.

Camp Hill, Pennsylvania-based Coliseum Entertainment Group, Inc.,
owns an entertainment arena.  The Company filed for Chapter 11
bankruptcy protection on August 20, 200 (Bankr. M.D. Pa. Case No.
08-02990).  Craig A. Diehl, Esq., at Craig A. Diehl Law Offices
assists the Company in its restructuring efforts.  The Company
listed $500,000 to $1,000,000 in assets and $1,000,000 to
$10,000,000 in debts.


COLONIAL BANCGROUP: S&P Downgrades Counterparty Rating to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
counterparty credit rating on Colonial BancGroup Inc. to 'D' from
'CC'.  At the same time, S&P revised its issuer credit rating on
Colonial Bank to 'R' from 'CCC', given regulatory intervention.
S&P is also withdrawing its 'CCC-/C' rating on uninsured deposits
at Colonial Bank since BB&T Corp. has agreed to acquire all of
Colonial Bank's domestic deposits.  The issuer ratings were
removed from CreditWatch with negative implications where they
were placed on Jan. 30, 2009.

On Aug. 14, 2009, Colonial BancGroup announced that it would sell
most of the assets and all of the domestic deposits of its primary
subsidiary, Colonial Bank, to BB&T Corp. BB&T will not assume the
Colonial Bank charter or any assets associated with Taylor Bean &
Whittaker Mortgage Corp. At the same time, Colonial Bank was
placed into receivership by the FDIC.

"We do not expect any recoveries for the equity, subordinated
debt, or preferred holders at Colonial Bank.  These rating actions
stem from the bank's placement in FDIC receivership and the
simultaneous sale of most of its assets and liabilities to BB&T.
As a result of the bank's receivership status, S&P expects
Colonial BancGroup, the holding company, to file for bankruptcy,"
said Standard & Poor's credit analyst Robert Hansen.

S&P believes that regulators took this action after determining
that Colonial Bank's weakening financial position left it in an
"unsafe and unsound condition." The placement of the bank into
receivership, in S&P's view, highlights the significant credit
deterioration in the bank's commercial real estate and
construction loan portfolios, which S&P expects will have very
high loss severities given the significant price declines among
residential homes and condominium projects.  The placement of
Colonial Bank into receivership followed the company's
announcement of second-quarter results including a net loss of
$606 million, a significant increase in nonperforming assets, and
a going-concern assessment.  The company had also consented in
recent months to orders to cease and desist by its various
regulators (the Federal Reserve, Alabama State Banking Department,
and FDIC).

"We expect that BB&T Corp. will receive around $21.8 billion in
assets and all of the domestic deposits from Colonial Bank.  S&P
also expect BB&T to continue to operate all former bank branches
with normal business hours, and anticipate that customers will
continue to have full access to all banking services.  S&P
believes that acquiring Colonial bolsters BB&T's exposure in the
economically depressed state of Florida and involves some
integration risk.  However, BB&T entered into a loss-sharing
arrangement with the FDIC which should significantly mitigate its
losses on those acquired assets," Mr.  Hansen added.


COLONIAL BANK: DBRS Ups Deposit Rating to 'AA' After BB&T Buy
-------------------------------------------------------------
DBRS has upgraded the deposit rating of Colonial Bank, the lead
banking subsidiary of Colonial BancGroup, Inc., to AA with
Negative trend from CCC, Under Review with Negative implications,
and subsequently discontinued and withdrew the rating.  The AA
deposit rating with Negative trend is consistent with the deposit
rating of Branch Banking and Trust Company, which assumed all of
Colonial Banks deposit accounts, whether or not insured by the
FDIC.  All other ratings were confirmed and remain Under Review
with Negative Implications.

The rating actions follows the seizure of Colonial's assets by the
Federal Deposit Insurance Corporation (FDIC) and the FDIC's
facilitated sale transaction of selected assets and liabilities of
Colonial Bank to Branch Banking and Trust Company.  It is DBRS's
opinion that a default is imminent on the senior debt,
subordinated debt and preferred instruments at Colonial and the
Bank, which were not included in this transaction.  DBRS notes
that Colonial's ratings will go to D when it files for bankruptcy.

Colonial BancGroup (NYSE: CNB) -- http://www.colonialbank.com/--
operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.

BancGroup posted a net loss of $606 million, or $3.02 per common
share, in the quarter compared to a net loss of $168 million, or
$0.86 per common share, in the 1st quarter of 2009.  As a result
of regulatory actions and the current uncertainties associated
with Colonial's ability to increase its capital levels to meet
regulatory requirements, management has concluded that there is
substantial doubt about Colonial's ability to continue as a going
concern.

As reported by the TCR on August 4, Fitch Ratings downgraded
the ratings of The Colonial BancGroup's Long-term Issuer Default
Rating (IDR) to 'C' from 'CCC' and Colonial Bank's long-term IDR
to 'C' from 'B-'.  Moody's Investors Service downgraded the issuer
ratings of Colonial BancGroup to 'C' from 'Caa1'.  The rating
actions follow the announcement that the pending $300 million
investment by Taylor Bean & Whitaker and its consortium of
investors has terminated.  BancGroup was mandated to raise
$300 million in equity from the private sector in order to receive
the much needed $550 million of capital through the Treasury's
Capital Purchase Program, for which it already received
preliminary approval.


CONDUSTRIAL INC: Former Executive Pleads Guilty to Fraud
--------------------------------------------------------
The Greenville News reports that former Condustrial, Inc.
executive Jason Watson, has pleaded guilty in federal court to
fraudulently withdrawing $771,000 from a bank so he could continue
to pay workers.

According to The Associated Press, Mr. Watson told the court that
he didn't keep any of the money and that he hoped the economy
would improve in time for the withdrawal to go undetected.  Mr.
Watson, The AP states, said that other executives didn't know he
was hedging to make payroll.

Mr. Watson's deceptive withdrawal led Condustrial into Chapter 11
bankruptcy, The AP relates, citing prosecutors.

Greenville, South Carolina-based Condustrial, Inc., dba
Medustrial, filed for Chapter 11 bankruptcy protection on June 5,
2009 (Bankr. D. S.C. Case No. 09-04425).  Randy A. Skinner, Esq.,
at Skinner and Associates Law Firm, LLC, assists the Company in
its restructuring efforts.  The Company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in debts.


CONEXANT SYSTEMS: Base Salaries, Bonus Targets Set for President
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Conexant
Systems, Inc., on August 12, 2009, set the annual base salaries
and bonus targets of Sailesh Chittipeddi, Co-President, at
$375,000 and 80% of base salary, and of Jean Hu, Chief Financial
Officer, Senior Vice President, Corporate Development, and
Treasurer, at $350,000 and 70% of base salary.

The base salaries and bonus targets will be effective commencing
with the pay period beginning, August 15, 2009.  The other terms
and conditions of their employment agreements remain unchanged.

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

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.


CONEXANT SYSTEMS: Hires Financial Advisors to Consider Options
--------------------------------------------------------------
Conexant Systems, Inc., has retained financial advisors to assist
it in considering strategic, restructuring or other alternatives.

Recent tightening of the credit markets and unfavorable economic
conditions has led to a low level of liquidity in many financial
markets and extreme volatility in the credit and equity markets.
In addition, if the economy or markets in which the Company
operates continue to be subject to adverse economic conditions,
its business, financial condition, cash flow and results of
operations will be adversely affected.

If the credit markets remain difficult to access or worsen or the
Company's performance is unfavorable due to economic conditions or
for any other reasons, the Company may not be able to obtain
sufficient capital to repay amounts due under (i) its credit
facility expiring November 2009, (ii) its $141.4 million floating
rate senior secured notes when they become due in November 2010 or
earlier as a result of a mandatory offer to repurchase, and (iii)
its $250.0 million convertible subordinated notes when they become
due in March 2026 or earlier as a result of the mandatory
repurchase requirements.  The first mandatory repurchase date for
the Company's convertible subordinated notes is March 1, 2011.

"Our failure to satisfy or refinance any of our indebtedness
obligations as they come due, including through an exchange of new
securities for existing indebtedness obligations, would result in
a cross default and potential acceleration of our remaining
indebtedness obligations, would have a material adverse effect on
our business, and could potentially force us to restructure our
indebtedness through a filing under the U.S. Bankruptcy Code," the
Company said.

There is no assurance that the Company would be successful in
completing any of these alternatives.

The Company's cash and cash equivalents increased $17.5 million
between October 3, 2008 and July 3, 2009.  The increase was
primarily due to $14.5 million in net cash proceeds from the sale
of intellectual property related to its prior wireless networking
technology plus $12.6 million released from standby letters of
credit, $2.3 million from sales of equity securities and
$2.1 million release of escrow funds, offset by $10.3 million of
net repayments on the credit facility and payments for
acquisitions of $3.6 million.

At July 3, 2009, the Company had a total of $250.0 million
aggregate principal amount of convertible subordinated notes
outstanding.  The notes are due in March 2026, but the holders may
require the Company to repurchase, for cash, all or part of their
notes on March 1, 2011, March 1, 2016 and March 1, 2021 at a price
of 100% of the principal amount, plus any accrued and unpaid
interest.

At July 3, 2009, the Company also had a total of $141.4 million
aggregate principal amount of floating rate senior secured notes
outstanding.  The notes are due in November 2010, but the Company
is required to offer to repurchase, for cash, the notes at a price
of 100% of the principal amount, plus any accrued and unpaid
interest, with the net proceeds of certain asset dispositions if
the proceeds are not used within 360 days to invest in assets
(other than current assets) related to its business.

The Company said the sale of its investment in Jazz Semiconductor,
Inc. in February 2007 and the sale of two other equity investments
in April 2007 qualified as asset dispositions requiring the
Company to make offers to repurchase a portion of the notes no
later than 361 days following the asset dispositions.  Based on
the proceeds received from these asset dispositions and the
Company's cash investments in assets (other than current assets)
related to its business made within 360 days following the asset
dispositions, the Company was required to make an offer to
repurchase not more than $53.6 million of the senior secured
notes, at 100% of the principal amount plus any accrued and unpaid
interest in February 2008.  As a result of 100% acceptance of the
offer by the bondholders, $53.6 million of the senior secured
notes were repurchased during the second quarter of fiscal 2008.
The Company recorded a pretax loss on debt repurchase of
$1.4 million during the second quarter of fiscal 2008, which
included the write-off of deferred debt issuance costs.

Following the sale of the BMP business unit, the Company made an
offer to repurchase $80.0 million of the senior secured notes at
100% of the principal amount plus any accrued and unpaid interest
in September 2008.  As a result of the 100% acceptance of the
offer by bondholders, $80.0 million of the senior secured notes
were repurchased during the fourth quarter of fiscal 2008.  The
Company recorded a pretax loss on debt repurchase of $1.6 million
during the fourth quarter of fiscal 2008, which included the
write-off of deferred debt issuance costs.  The pretax loss on
debt repurchase of $1.6 million has been included in net loss from
discontinued operations.  During the nine fiscal months ended
July 3, 2009, the Company did not have sufficient additional asset
dispositions to trigger another required repurchase offer.

The Company also has a $50.0 million credit facility with a bank,
under which it had borrowed $30.7 million as of July 3, 2009.  The
term of this credit facility has been extended through
November 27, 2009, and the facility remains subject to additional
364-day extensions at the discretion of the bank.  At July 3,
2009, the Company was in compliance with all required debt
covenants.

The Company believes that its existing sources of liquidity,
together with cash expected to be generated from product sales,
will be sufficient to fund its operations, research and
development, anticipated capital expenditures and working capital
for at least the next 12 months.  However, additional operating
losses or lower than expected product sales will adversely affect
the Company's cash flow and financial condition and could impair
its ability to satisfy its indebtedness obligations as such
obligations come due.

The Company filed its Form 10-Q quarterly report with the
Securities and Exchange Commission on August 12, 2009.  As
reported by the Troubled Company Reporter on August 5, Conexant
Systems swung to a net income of $2.72 million for the third
quarter ended July 2, 2009, from a net loss of $149.8 million for
the three months ended June 27, 2008.  Conexant narrowed its net
loss to $28.7 million for the nine months ended July 2, 2009, from
a net loss of $301.0 million for the nine months ended June 27,
2008.

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.

A full-text copy of the quarterly report is available at no charge
at http://ResearchArchives.com/t/s?4235

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

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.


COOPER-STANDARD: Proposes Fried Frank as Legal Counsel
------------------------------------------------------
Cooper-Standard Automotive Inc., and its affiliates seek the
Bankruptcy Court's approval to employ Fried Frank Harris Shriver &
Jacobson LLP as their legal counsel effective August 3, 2009.

The Debtors selected the firm because of its extensive experience
in the field of debtor' and creditors' rights, and because of its
knowledge of the Debtors' businesses and affairs, according to
Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings.

Since 2006, Fried Frank has provided representation and
counseling to the Debtors on various legal matters, and has also
represented Cooper-Standard Holdings' foreign subsidiaries, Mr.
Campbell says.

Fried Frank is an international law firm with about 500 attorneys
in offices in New York, Washington, D.C., London, Paris and Hong
Kong. It handles major matters involving corporate transactions,
including mergers and acquisitions and financings, litigation,
bankruptcy and restructuring, among other things.

As the Debtors' counsel, Fried Frank is tasked to:

  (1) provide legal advice with respect to the Debtors' powers
      and duties in the continued operation of their business
      and management of their properties;

  (2) advise the Debtors on the conduct of their bankruptcy
      cases and take action to protect and preserve their
      estates;

  (3) prepare legal papers in connection with the administration
      of the Debtors' estates;

  (4) advise the Debtors in connection with any contemplated
      sale of assets, business combinations or investment;

  (5) assist and advise the Debtors in connection with the
      proposed debtor-in-possession financing and cash
      collateral arrangements, emergence financing and capital
      structure;

  (6) negotiate, prepare and review the Debtors' plan of
      reorganization, disclosure statement and related
      agreements, and take any necessary action to obtain
      confirmation of the plan;

  (7) assist the Debtors in matters relating to pending
      litigation; and

  (8) assist the Debtors and their advisors with disclosures and
      filings in the Securities and Exchange Commission.

Fried Frank will be paid for its services on an hourly basis at
these rates:

  Partners             $735 - $1,100
  Counsel              $735 - $950
  Special Counsel      $665 - $690
  Associates           $360 - $600
  Legal Assistants     $180 - $265

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

Gary Kaplan, Esq., at Fried Frank, assures the Court that his
firm does not hold or represent any interest adverse to the
Debtors and their estates, and that the firm is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.

                       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 Lazard as Investment Banker
-----------------------------------------------------
Cooper-Standard Holdings Inc., and its affiliates seek the
Bankruptcy Court's approval to employ Lazard Freres & Co.
LLC as their financial adviser and investment banker effective
August 3, 2009.

As investment banker and financial adviser, Lazard is tasked to
provide these services:

  (1) review and analyze the Debtors' business operations and
      financial projections;

  (2) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

  (3) assist in determining a capital structure and range of
      values for the Debtors;

  (4) advise the Debtors on tactics and strategies for
      negotiating with the stakeholders;

  (5) provide financial advice to the Debtors and participate in
      meetings or negotiations with the stakeholders, rating
      agencies or other parties in connection with any
      restructuring;

  (6) advise the Debtors on the timing, nature and terms of new
      securities, other consideration or inducement to be
      offered pursuant to a restructuring;

  (7) advise and assist the Debtors in evaluating potential
      financing;

  (8) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the restructuring;

  (9) assist the Debtors in identifying and evaluating
      candidates for a potential sale transaction, and aiding
      them in the completion of the sale;

(10) attend meetings of the Debtors' board of directors and its
      committees; and

(11) provide testimony and other financial restructuring
      advice.

In return for its services, Lazard will be paid a monthly fee of
$200,000, payable on the first day of each month until the
completion of a restructuring or the termination of Lazard's
employment; and $7.5 million payable upon the consummation of a
restructuring.  The firm will also be reimbursed of its expenses
and will be indemnified for any damage or liability in connection
with its employment.

Eric Mendelsohn, managing director of Lazard, assures the Court
that his firm is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code, and does not hold
or represent an interest materially adverse to the Debtors and
their estates.

                       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 Richards Layton as Bankr. Co-Counsel
--------------------------------------------------------------
Cooper-Standard Holdings Inc., and its affiliates seek the
Bankruptcy Court's approval to hire Richards Layton & Finger P.A.
as their bankruptcy co-counsel effective August 3, 2009.

Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings, says that in light of the extensive
legal services needed to help the Debtors during their
bankruptcy, they have decided to tap Richards Layton although
they have already sought the services of Fried Frank Harris
Shriver & Jacobson LLP.

Mr. Campbell says the two firms have already talked about the
division of responsibilities regarding representation of the
Debtors and would make every effort to avoid duplication of
services.

As co-counsel, Richards Layton is tasked to provide advice to the
Debtors about their powers and duties, and to take all necessary
actions to protect and preserve the Debtors' estates.  The firm
is also tasked to prepare legal papers in connection with the
administration of the estates and other legal services.

In return for Richards Layton's services, the Debtors will pay
the firm its customary hourly rates.  The professionals
designated to represent the Debtors and their hourly rates are:

  Mark Collins          $675
  Michael Merchant      $525
  Chun Jang             $300
  Drew Sloan            $255
  Dana Reynolds         $245
  Janel Gates           $195

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

The Debtors have already paid the firm a retainer for $125,000.

Michael Merchant, Esq., a director of Richards Layton, assures
the Court that his firm does not hold or represent interest
adverse to the Debtors and their estates, and that the firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                       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 Sitrick as Communications Consultant
--------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliates seek the
Bankruptcy Court's approval to employ Sitrick and Company Inc. as
their corporate communications consultant effective August 3,
2009.

Sitrick's job as communications consultant includes advising the
Debtors on public relations and corporate communications issues.
Specifically, the firm is tasked to:

  (1) develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtors' key constituencies regarding the Debtors'
      operations, financial performance and progress through the
      chapter 11 process;

  (2) develop corporate communications initiatives for the
      Debtors to maintain public confidence and internal morale
      during their cases;

  (3) prepare press releases and other public statements for the
      Debtors; and

  (4) prepare other forms of communication to the Debtors' key
      constituencies and the media, potentially including
      materials to be posted on the Debtors' Web sites.

Sitrick will be paid for its services on an hourly basis and will
be reimbursed for its reasonable, out-of-pocket expenses.  Its
hourly rates range from $185 to $850 depending on the type of
professional.  In addition, the firm will be indemnified for any
damage or loss that may result in connection with its employment.

Sitrick has already received $20,000 in advance to cover its
expenses as well as a refundable retainer fee for $120,000.

Michael Sitrick, chairman and chief executive officer of Sitrick,
assures the Court that his firm does not hold or represent any
interest adverse to the Debtors' estates, and is a "disinterested
person" as that term is defined under section 101(14) of the
Bankruptcy Code.

                       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: Taps Ernst & Young as Auditor and Tax Advisor
--------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliates seek the
Bankruptcy Court's approval to employ Ernst & Young LLP as their
auditor and tax adviser effective August 3, 2009.

As tax adviser, Ernst & Young is tasked to provide these
bankruptcy tax services to the Debtors:

  (1) advise and assist in developing an understanding of the
      tax issues and options related to the Debtors' bankruptcy
      filing;

  (2) advise and assist the Debtors on the income tax
      consequences of any proposed plan of reorganization;

  (3) understand the reorganization or restructuring
      alternatives that are being evaluated with the Debtors'
      existing bondholders and other creditors that may result
      in a change in the equity, capitalization or ownership of
      the shares of the Debtors and their assets;

  (4) prepare calculations and apply the appropriate tax law to
      historic information regarding changes in ownership of the
      Debtors' stock to calculate whether any of the shifts in
      stock ownership may cause an ownership change that will
      restrict the use of tax attributes and the amount of any
      limitation;

  (5) determine the tax asset, stock basis and deferred inter-
      company transactions and other consolidated return issues
      for each legal entity in the Debtors' U.S. tax group;

  (6) determine the amount of tax attribute reduction related to
      debt cancellation income and modeling tax consequences of
      the reduction;

  (7) advise on the income tax accounting implications of the
      Debtors' emergence from bankruptcy pursuant to FAS 109 and
      fresh start accounting principles;

  (8) analyze the tax treatment governing the timing of
      deductions of any costs incurred as the Debtors
      rationalize their operations; the costs and fees incurred
      by the client in connection with the bankruptcy
      proceedings; the interest and financing costs related to
      debt subject to the bankruptcy protection, and new debt
      incurred as the Debtors emerge from bankruptcy;

  (9) analyze the tax consequences of restructuring inter-
      company accounts; proposed dispositions of assets during
      the Debtors' bankruptcy cases;  restructuring in the U.S.
      or internationally; potential bad debt and worthless stock
      deductions; and employee benefit plans;

(10) assist with various tax issues resulting in the ordinary
      course of the Debtors' businesses;

(11) provide tax advisory services and support regarding the
      tax aspects of the bankruptcy process, the validity of
      bankruptcy tax claims and tax advisory support in securing
      tax refunds;

(12) document the tax analysis, opinions, recommendations,
      conclusions and correspondence for any proposed
      restructuring alternative, bankruptcy tax issue or other
      tax matter; and

(13) provide testimony as fact witness, if necessary, regarding
      its work done on the Debtors' tax attributes and overall
      tax posture, and the impact of bankruptcy on those
      attributes and the Debtors' overall tax position.

As auditor, Ernst & Young will audit and report on the Debtors'
consolidated financial statements for the year ended December 31,
2009, and on the effectiveness of their internal control over
financial reporting as of December 31, 2009.  The firm will also
review the Debtors' unaudited interim financial information
before they file their Form 10-Q.

For its tax services, Ernst & Young will be paid at these hourly
rates:

  National Executive Directors/    $600 - $800
    Principals/Partners
  Local Executive Directors/
    Principals/Partners            $550 - $725
  Senior Managers                  $470 - $625
  Managers                         $385 - $500
  Seniors                          $325 - $425
  Staff                            $185 - $250

For its auditing services, the firm's total professional fees is
$1,381,000.  In addition to these fees, Ernst & Young will also
be reimbursed of its expenses.

Paul Chevalier, a partner at Ernst & Young, assures the Court
that his firm does not hold or represent interest adverse to the
Debtors, and that it is a "disinterested person" as that term is
defined under Section 101(14) of the Bankruptcy Code.

                       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 TIRE: S&P Changes Outlook to Positive; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Cooper Tire & Rubber Co. to positive from negative and affirmed
its 'B' corporate credit rating and other ratings.

"The outlook revision reflects S&P's expectation that operating
results will improve more quickly than S&P expected thanks to
greater manufacturing efficiencies, falling raw material prices,
and tighter cost controls," said Standard & Poor's credit analyst
Lawrence Orlowski.  "As a result, S&P believes credit measures
could return to levels consistent with a higher rating," he
continued.

EBITDA, operating income, and free cash flow rose substantially in
the second quarter, and debt was reduced by $53 million in the
first half of 2009.  The company has reduced its overall cost
structure, which has helped stabilize its financial position and
lay the foundation for higher profitability if replacement tire
demand returns to more normal levels.

S&P's assumption for the current rating is that leverage will
improve sharply through 2009 from the 19.5x at the end of 2008.
In S&P's view, leverage could drop significantly below 5x by the
end of the year, but the sustainability of the improvement may
depend on future raw material costs, which S&P expects to remain
volatile, and competitive pricing for tires.  On the other hand,
S&P believes that even if raw material costs remain low, the
company's flexibility to maintain or raise prices might be impeded
by industry overcapacity and competitors' pricing actions in light
of weak demand.

Credit measures as of June 30, 2009, remained weak for the current
rating despite the stronger second quarter.  Revenue in the second
quarter decreased by 18% year over year, but operating profit
turned positive.

Growth in the U.S. tire market has been sluggish for several
years, and in S&P's view, this trend has been exacerbated because
of the economic downturn, as reflected by steeply rising
unemployment rates, historically low consumer confidence, and
ongoing pressures in the capital markets.  Although worn tires
must eventually be replaced, the timing of the replacement cycle
can be pushed out when consumer budgets are tight.  To align its
production capacity with future demand, the company has cut 90% of
the production from its manufacturing facility in Albany, Georgia.
The plant is expected to shut down completely by October 2009.  As
a result, the company expects to realize $75 million to
$80 million in annual savings through a more efficient cost
structure.

To enhance long-term sales growth and have access to low-cost
manufacturing, Cooper continues to focus on its Asian expansion
strategy.  With the ramp-up of production at the Cooper-Kenda
joint venture in China expected to continue, the facility should
be able to produce close to 3 million tires during 2009, and
Cooper will receive 100% of the production until May 2012.
Furthermore, the company has invested in a tire manufacturing
facility in Mexico to secure a source of low-cost production to
serve both the Mexican and North American markets.

S&P views Cooper's liquidity as adequate.  As of June 30, 2009,
cash and cash equivalents totaled $302 million.  S&P expects cash
balances to be drawn down during the second half of 2009 because
the company is obligated to redeem approximately $97 million in
senior unsecured notes maturing at the end of 2009 and to incur
costs in closing the Albany plant.  S&P expects capital
expenditures to be less than depreciation during 2009.
Furthermore, if Cooper cannot maintain current price levels
because of actions by competitors to take market share, or if
demand in North America remains weak, S&P does not expect a
significant rebound in free cash flow for 2009.

The outlook is positive.  If the company is able to stem market
share losses in its private-label segment, or if raw material
costs stay level, S&P would expect EBITDA and free cash flow to
continue rebounding and would revisit S&P's current rating.  To
raise S&P's corporate credit rating, S&P would expect to see
adjusted debt to EBITDA fall below 5.0x on a sustainable basis.

Cooper is still facing near-term problems of decreasing demand in
North America and Europe.  S&P could revise its outlook back to
stable or negative, or lower S&P's ratings, if Cooper is unable to
maintain current prices or if end-market demand weakens further,
leading S&P to believe that the company's credit measures are
unlikely to move within S&P's expectations for the current rating.
For instance, if revenue growth was flat and the gross margin was
less than 5%, this could lead the S&P to believe that the company
would generate negative free operating cash flow of more than
$50 million in 2009, in which case, S&P could lower its ratings.


CRESCENT RESOURCES: S&P Changes Rating on $1.5 Bil. Facilities
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Crescent Resources LLC's $1.5 billion of outstanding prepetition
senior secured credit facilities to '4' from '5', which indicates
S&P's expectation for an average recovery (in the low end of the
30%-50% range).  The prepetition senior secured credit facilities
include a $1.225 billion term loan B and a $300 million revolver
(according to the company's final bankruptcy court order, with
approximately $1.197 billion and $297.2 million in principal
outstanding, respectively, as of the bankruptcy filing date).

S&P's revised recovery rating incorporates the company's
$110 million debtor-in-possession facilities and reflects revised
assumptions to S&P's recovery analysis based on new financial and
property information.  S&P previously had not received any
financial or property information from the company subsequent to
its Sept. 30, 2008, financial statements.  The company and various
subsidiaries and affiliates filed for Chapter 11 bankruptcy
protection on June 10, 2009, and as part of its first-day motions,
the bankruptcy court approved an interim DIP financing order.  The
court approved the final DIP order with respect to the
$110 million DIP facilities on July 27, 2009.

The DIP facilities consist of an $80 million revolver and a
$30 million term loan.  The borrower under the DIP facilities is
Crescent Resources LLC, and Crescent Resources' obligations are
guaranteed by parent company Crescent Holdings LLC and the various
subsidiaries of Crescent Holdings that are debtors (along with
Crescent Resources and Crescent Holdings) in the Chapter 11
proceeding.

                        Ratings List

                    Crescent Resources LLC

       Corporate Credit Rating                    D/--/--

                   Recovery Ratings Revised

                                     To                      From
                                     --                      ----
$300 million revolving
credit fac due 2009                  D                       D
   Recovery rating                   4                       5
$1.225 billion term loan due 2012    D                       D
   Recovery rating                   4                       5


CRISMON CAPITAL: Section 341(a) Meeting Scheduled for September 1
-----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Crismon Capital Group, LLC's Chapter 11 case on Sept. 1. 2009,
at 10:00 a.m.  The meeting will be held at the U.S. Trustee
Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Carefree, Arizona-based Crismon Capital Group, LLC filed for
Chapter 11 on July 30, 2009 (Bankr. D. Ariz. Case No. 09-18108).
The Law Offices of Daniel E. Garrison PLLC represents the Debtor
in its restructuring efforts.  The Debtor did not file a list of
its 20 largest unsecured creditors when it filed its petition.  In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


DBSI INC: Sublease Termination Dispute Stays in Bankr. Ct.
----------------------------------------------------------
WestLaw reports that an adversary proceeding brought by a
sublessee of commercial real estate for a determination that its
sublease was terminated before it could be assumed and assigned by
the Chapter 11 debtors, as a result of the debtors' earlier
rejection of a master lease for the property, was a proceeding
over which the bankruptcy court could exercise "core"
jurisdiction, as presenting claims that would not exist but for
the debtors' bankruptcy filing, and which inherently challenged
the effect of the bankruptcy court's orders as to all implicated
master leases and subleases.  The outcome of the proceeding would
impact numerous other parties affected by the debtors' bankruptcy
filings.  In re DBSI, Inc., --- B.R. ----, 2009 WL 2477492 (Bankr.
D. Del.) (Walsh, J.).

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice, claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.  The state of Idaho had
accused DBSI of engaging in a Ponzi scheme and defrauding
thousands of investors out of millions of dollars through the sale
of unregistered securities.


DELPHI CORP: KPMG Is Disinterested Despite Work for New GM
----------------------------------------------------------
Delphi Corp. previously obtained the Bankruptcy Court's approval
to hire KPMG LLP as tax advisors.

KMPG LLP now discloses that it is providing services to General
Motors Company and thus, has instituted procedures so that
professionals who provide services to the Debtors will not provide
services to GM, or share information concerning the Debtors with
professionals providing services to GM.

Gary A. Silberg, partner at KMPG, informed the Court that his
firm has identified ten professionals for which the ethical
screen may be removed:

   * Kirk Waibel;
   * David Aglira;
   * Manpreet Nagvanshi;
   * Joseph Orlando;
   * Thomas Gorski;
   * Michael Ricafort;
   * Ryan Wachter;
   * William Dailey;
   * Davis Bradford; and
   * Charles Muldoon.

Mr. Silberg further said that none of the persons identified has
provided services to the Debtors since at least November 2008 nor
are they expected to provide services to the Debtors in the
future.  Should any of these individuals provide services to GM,
those services will not involve a matter adverse to the Debtors
nor involve any confidential information of the Debtors, he
related.  Similarly, he noted that none of the persons will share
information concerning the Debtors with professionals
providing services to GM.  He said that KPMG will continue to
maintain the ethical screen.  Should any of those individuals
provide services to the Debtors in the future, those persons
would not provide services to GM or share information concerning
the Debtors with professionals providing services to GM, he
added.

Mr. Silberg maintained that KMPG continues to (i) not hold or
represent an interest adverse to the Debtors' estates and (ii) be
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                         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: Reaches Deal for Contract Related Disputes Under Plan
------------------------------------------------------------------
Delphi Corp. and each of these parties entered into court-approved
stipulations resolving the parties' objections to assumption and
assignment or rejection of their contracts, including cure
amounts, under the Debtors' Confirmed First Amended Joint Plan of
Reorganization, as modified:

  * Comerica Leasing Corporation

  * Penstar Aviation, L.L.C and Automotive Air Charter, Inc.

  * Lear Corporation

  * Freudenberg-NOK General Partnership, Freudenberg Filtration
    Technologies, L.P., formerly known as Freudenberg
    Nonwovens, L.P., and Freudenberg NOK Mechatronics GMBH & Co.
    KG

The Debtors will pay to Comerica $500,000, which payment
constitutes full and final settlement of all claims of Comerica
against the Debtors and all claims of Comerica arising from a
Lease Agreement against General Motors Company.  Upon payment of
the settlement amount, Comerica's administrative claim for
$9,188,389 will be deemed withdrawn.

The Debtors will pay to Penstar all of its allowed administrative
claims in the ordinary course of business.

The Debtors will conclude their reconciliation and payment of any
pre-June 1, 2009 administrative expense claims asserted by Lear
and the Freudenberg Entities by the earlier of 45 days after (i)
the Effective Date of the Modified Plan, or (ii) the closing with
the buyers of the Debtors under the Modified Plan.

All allowed pre-June 1, 2009 administrative claims of Lear
Corporation for $13,615 and Lear Corporation GmbH for EUR98,001
will be paid.  The allowed pre-June 1, 2009 administrative claims
of Freudenberg-NOK General Partnership for $270,788 and
Freudenberg NOK Mechatronics GmbH & Co KG for $11,256 and
EUR2,935 will be paid in full.

The Debtors will assume and assign all executory contracts they
entered with the Freudenberg Entities.  In line with the
date of closing with applicable Buyer to which the Contracts are
assigned, Debtors will pay Freudenberg-NOK's Claim No. 11602 for
$4,450, Freudenberg-NOK General Partnership's Claim No. 11603 for
$90,000, and Freudenberg Filtration's Claim No. 5463 for $10,115.

From June 1, 2009, until the Closing Date to which Lear's and the
Freudenberg Entities' contracts are assigned, the Debtors will
pay as administrative claim all amounts due and owing under the
Contracts.  The applicable assignees will assume liability with
respect to any unpaid administrative claims of Lear and the
Freudenberg Entities after the Closing Date.

Each party agreed to file a notice of withdrawal of its
objection.

Motorola, Inc. withdrew its objection to the assumption and
assignment of its contracts under the Modified Plan.

                         More Objections

In separate filings, Autocam Corporation; Connecticut General
Life Insurance Company; Timken Company; Methode Electronics, Inc.
and its affiliates; Littelfuse, Inc.; Toyota Motor Corporation,
Toyota Motor Engineering & Manufacturing North America, Inc.
Toyota Motor Sales, U.S.A., Inc.; Ford Motor Company; Spartech
Corporation and Spartech Polycom, Inc.; Methode Electronics,
Inc.; and Judd Wire, Inc., objected to the assumption and
assignment, or rejection of their contracts under the Modified
Plan.

                    Adjournment of Certain Objections

Judge Drain adjourned the consideration of these parties'
contract objections to August 28, 2009:

  * ACE American Insurance Company, Pacific Employers Insurance
    Company, and Illinois Union Insurance Company
  * Autocam Corporation
  * Carrier Corporation
  * Nidec Motors & Actuators Inc.
  * PBR Tennessee, Inc.
  * Sunrise Medical HHG, Inc.
  * Valeo, Inc.

                         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)


DELUXE CORPORATION: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Deluxe Corporation's Ba2
Corporate Family Rating, Ba2 Probability of Default Rating and the
Ba2 ratings of its senior unsecured notes.  The affirmations
reflect Moody's view that through cost reduction and debt
repayment Deluxe will have enough flexibility to withstand the
ongoing pressure on its revenue base and operating margins,
especially within its consumer check printing segment.

Moody's believes the continued revenue pressure elevates the
company's business risk and necessitates that Deluxe maintain a
more conservative leverage profile than comparably-rated issuers.
As a result, Moody's has tightened its leverage expectation for
the Ba2 CFR.  Deluxe will need to sustain debt-to-EBITDA leverage
below 3.5x (previously under 3.75x, incorporating Moody's standard
adjustments) in order to retain a stable rating outlook.  The
change is driven by Moody's belief that Deluxe's strategy to
expand its small business services segment may not be able to
offset the secular pressure on check printing revenues.  The
company's current debt-to-EBTIDA leverage is 3.1x (LTM 6/30/09).
The rating outlook is stable.

Moody's took these rating actions:

Affirmations:

Issuer: Deluxe Corporation

  -- Corporate Family Rating, Affirmed at Ba2

  -- Probability of Default Rating, Affirmed at Ba2

  -- Senior Unsecured Regular Bond/Debenture, Affirmed at Ba2
     (LGD4-54%)

Moody's last rating action was on May 1, 2007, when it changed
Deluxe's rating outlook to stable from negative.

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

Deluxe Corporation, headquartered in St. Paul, MN, uses direct
marketing, distributors and a North American sales force to
provide a wide range of customized products and services:
personalized printed items (checks, stationery, greeting cards,
labels, and packaging supplies), promotional products and
merchandising materials, fraud prevention services, and customer
retention programs.  Annual revenue approximates $1.4 billion.


DOLE FOOD: Moody's Upgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Dole Food Company, Inc. to B2 from B3, based on the company's
continued solid operating performance, financial policy of debt
reduction and its plan to refinance a material portion of a June
2010 bond maturity.  In accordance with Moody's loss given default
methodology and lower overall debt levels, Moody's upgraded the
company's probability of default rating to B3 from Caa1, its
senior secured first lien debt to Ba2 from Ba3, its senior
unsecured notes to Caa1 from Caa2 and its unsecured shelf ratings
to (P)Caa2 from (P)Caa3.  Moody's assigned a rating of B2 to the
proposed new $325 million 3rd lien senior secured Notes due 2016.
The B2 rating on Dole's existing 3rd lien Notes due 2014 was
affirmed.  The rating outlook remains stable.

Rating assigned:

Dole Food Company, Inc.:

* New $325 million senior secured 3rd lien Notes at B2 (LGD3,38%)

Ratings upgraded:

Dole Food Company, Inc.:

* Corporate family rating to B2 from B3

* Probability of default rating to B3 from Caa1

* Senior secured term loan B to Ba2 (LGD2,10%) from Ba3 (LGD2,10%)

* Senior secured prefunded letter of credit facility, also
  available to Solvest, to Ba2 (LGD2,10%) from Ba3 (LGD2,10%)

* Senior unsecured notes to Caa1 (LGD5,75%) from Caa2 (LGD5, 82%)

* Senior unsecured shelf, senior subordinated shelf and junior
  subordinated shelf to (P)Caa2 (LGD6,92%) from (P)Caa3 (LGD6,
  92%)

Solvest Ltd.

* Senior secured term loan C to Ba2 (LGD2,10%) from Ba3 (LGD2,10%)

Ratings affirmed, and LGD percentage adjusted:

Dole Food Company, Inc.:

* $349.9 million senior secured 3rd lien notes due 2014 at B2
  (LGD3); LGD percentage to 38% from 31%

The upgrade in Dole's corporate family rating to B2 reflects
improved operating margins and lower leverage, following debt
reductions from asset sales.  Debt to EBITDA dropped from 9.4
times at the end of fiscal 2006 to 5.6 times for the twelve months
ended June 20, 2009.  Reported EBITDA rose from $309 million in
fiscal 2007 to $446 million for the last twelve months.  Asset
sales proceeds, with the exception of $100 million annually that
can be reinvested in the business, must be applied to repay senior
secured debt.  Dole owns attractive assets, such as land in
Hawaii.  The company is monetizing non-core assets to further
reduce leverage.

Dole will refinance a significant portion of the remaining
$363 million bond due in June 2010 with the new $325 million 3rd
lien Notes, eliminating much of the near term funding risk.
Moody's expects that Dole's ultimate holding company will execute
a plan to resolve the holding company's March 2010 maturity of its
$115 million debt.  While this debt is non-recourse to Dole, the
ultimate holding company guarantees Dole's bank facilities, and a
guarantor default would trigger cross default provisions in Dole's
bank agreements.

The new $325 million 3rd lien Notes, like the existing 3rd lien
Notes due 2014, will be secured by a 3rd lien on the domestic
assets that are pledged to the ABL and to the domestic term loans.
The ABL retains a first lien on domestic cash, receivables and
inventory, and a second lien on the assets that secure the Term
Loan B and prefunded letter of credit facility.  The Term Loan B
and prefunded letter of credit facility retain a first lien on the
majority of Dole's domestic assets, except certain principal
properties, and a second lien on the ABL collateral.  The 3rd lien
Notes will be guaranteed on a senior subordinated basis by the
domestic subsidiaries that guarantee Dole's domestic bank
facilities.

Moody's most recent rating action for Dole on March 19, 2009
changed the rating outlook to stable from negative, upgraded the
rating on the company's existing 3rd lien Notes and affirmed
Dole's other ratings including its Caa1 probability of default and
B3 corporate family rating.

Headquartered in Westlake Village, California, Dole Food Company,
Inc., is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables.  Sales for the
twelve months ended June 20, 2009, were approximately
$7.2 billion.


DONALD WAPENSKI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Donald William Wapenski
                  dba North Product Design Inc.
               Martha Marie Wapenski
               17850 Holiday Drive
               Morgan Hill, CA 95037

Bankruptcy Case No.: 09-56842

Chapter 11 Petition Date: August 17, 2009

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

Debtors' Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

                  Patrick Calhoun, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


EARL JONES CONSULTING: Owner Withdrew $12.3MM from Company Account
------------------------------------------------------------------
According to various reports, RSM Richter said in an audit that
alleged fraudster Earl Jones personally withdrew more than
$12.3 million from his company's accounts between 1987 and 2009.
The report, which was released by RSM the first meeting of
creditors, noted is incomplete, since many documents from 2000 to
2008 are missing.

Proceeds from remaining assets of Mr. Jones are expected to be
distributed to creditors and victims.  According to National Post,
Canada, those remaining assets could be pretty slim, as Mr.
Jones's Quebec properties -- in Dorval and Mont Tremblant -- are
heavily mortgaged, his two luxury cars were seized at the end of
July, and by all indications, he spent lavishly on restaurants,
golf club memberships, airline tickets and his four homes.

A hearing to have Mr. Jones declared personally bankrupt is
scheduled for Aug. 19, National Post said.

Earl Jones Consulting was a company ran by investment adviser Earl
Jones.  The Company in July 2009 was declared bankrupt by
the Quebec Superior Court in Montreal.  Quebec's securities
regulator alleges Mr. Jones swindled at least 50 investors out of
at least $30 million in a possible Ponzi scheme.


ECLIPSE AVIATION: Sale to Eclipse Aerospace to Close on August 20
-----------------------------------------------------------------
The sale of Eclipse Aviation Corp. to Eclipse Aerospace will close
on August 20, Kevin Robinson-Avila at The Business Review relates,
citing Albuquerque Mayor Martin Chavez.

As reported by the Troubled Company Reporter on August 6, 2009,
Eclipse Aerospace, with its $40 million offer was the "stalking
horse bidder" for Eclipse Aviation's assets.  A group that
includes former jet owners of Eclipse Aviation, through company
called Eclipse Aerospace, submitted a bid that would put the
aircraft manufacturing business of Eclipse Aviation back into
production.  The buyers include former jet owners of Eclipse
Aviation.

Eclipse Aerospace was the sole bidder on Eclipse's assets when the
deadline for bids came due on August 4, The Business Review
relates.  New Mexico Business Weekly quoted Albuquerque Mayor
Martin Chavez as saying, "That means Eclipse Aerospace is the
successful bidder.  It's now a done deal. Eclipse is back."

According to John McDermott at The Post and Courier, Mason Holland
Jr. said that Eclipse Aerospace hopes to finalize its acquisition
of Eclipse Aviation Corp. by August 31.  Mr. Holland, The Post and
Courier relates, is part of an investment group that bid this
month to acquire Eclipse Aviation.  According to the report, Mr.
Holland said he decided to make a bid for Eclipse Aviation after
losing his deposit on an Eclipse 500 jet.

The new company will begin gradually hiring workers, says The
Business Review.

Mr. Holland, according to The Post and Courier, said that he
doesn't expect any objections to his group's bid.  The report
quoted Mr. Holland as saying, "We're going to stand the company
back up and continue to service the existing fleet and reintroduce
the production of the aircraft . . . as the market allows."

The Business Review relates that Eclipse Aviation will be
resurrected under the new name Eclipse Aerospace.

The Post and Courier relates that a hearing on the sale is set for
Thursday.

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031).  Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel.  Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel.  Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.

The Court has issued an order converting the case to Chapter 7
liquidation.


ELEMENT ALUMINUM: Can Hire Baker Donelson as Bankruptcy Counsel
---------------------------------------------------------------
Hon. G. Harvey Boswell of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized Element Aluminum, LLC,
and Hayes Tennessee Venture, LLC, to employ Baker, Donelson,
Bearman, Caldwell & Berkowitz, P.C., as counsel.

Baker Donelson is expected to:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest in advising and
      consulting on the conduct of the case, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      its behalf, the defense of any actions commenced against it,
      negotiations concerning all litigation in which the Debtors
      are involved and objections to claims filed against the
      estates;

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

   e) negotiate and prepare a plan of reorganization, disclosure
      statement, and all related agreements and/or documents and
      taking any necessary action on behalf of the Debtors to
      obtain confirmation of the plan;

   f) advise the Debtors in connection with the sale of assets;

   g) appear before this Court, any appellate courts, and the U.S.
      Trustee in protecting the interest of the Debtors' estates
      before the courts and the U.S. Trustee; and

   h) provide all other necessary legal advice to the Debtors in
      connection with these Chapter 11 cases.

The hourly rates of Baker Donelson's personnel are:

     Partners              $275 - $500
     Associates            $160 - $270
     Paralegals            $110 - $160

Baker Donelson received a retainer of $37,922 both for certain
prepetition and postpetition services.  Baker Donelson also
received $2,078 for the filing fees for the Chapter 11 cases.
Baker Donelson applied $37,458 of the retainer to prepetition
services, rendered through July 30, 2009, leaving an unused
retainer of $463 as of the petition date.

The Court also approved the Debtors' separate motion to employ The
Stonegate Group Ltd. as consultant and broker.

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

The firm can be reached at:

     Baker Donelson Bearman & Caldwell, PA
     165 Madison Ave., Suite 2000
     Memphis, Tennessee 38103
     Tel: (901)526-2000
     Fax: (901)577-0845

                      About Element Aluminum

Jackson, Tennessee-based Element Aluminum, LLC, operates an
Aluminum Fabricator business.  The Company and Hayes Tennessee
Venture, LLC filed for Chapter 11 on July 31, 2009 (Bankr. W. D.
Tenn. Case No. 09-13091 and 09-13098.)  The Company says it does
not have unsecured creditors who are non-insiders when they filed
their petition.  In their petition, the Debtors listed assets and
debts both ranging from $10,000,001 to $50,000,000.


ELEMENT ALUMINUM: Section 341(a) Meeting Slated for August 26
-------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Element Aluminum, LLC, and Hayes Tennessee Venture, LLC's
Chapter 11 cases on Aug. 26, 2009, at 3:00 p.m.  The meeting will
be held at 109 South Highland, Room 102, Jackson, Tennessee.

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

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

Jackson, Tennessee-based Element Aluminum, LLC, operates an
Aluminum Fabricator business.  The Company and Hayes Tennessee
Venture, LLC filed for Chapter 11 on July 31, 2009 (Bankr. W. D.
Tenn. Case No. 09-13091 and 09-13098).  E. Franklin Childress Jr.,
Esq., represents the Debtors in their restructuring efforts.  The
Company says it does not have unsecured creditors who are non-
insiders when they filed their petition.  In their petition, the
Debtors listed assets and debts both ranging from $10,000,001 to
$50,000,000.


ELEMENT ALUMINUM: U.S. Trustee Appoints 3-Member Creditors Panel
----------------------------------------------------------------
Richard F. Clippard, the U.S. Trustee for Region 8, appointed
three members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Element Aluminum, LLC, and Hayes Tennessee
Venture, LLC.

The Creditors Committee members are:

1. David Hazelett
   Hazelette Strip Casting Corp.
   P.O. Box 600
   135 West Lakeshore
   Colchester, V T 05446

2. Debbie Barnes
   Jackson Industrial Sales
   P.O. Box 3271
   Jackson, TN 38303

3. Daniel McKnight
   Link Tool & Manufacturing
   9495 Inkster Road
   Taylor, MI 48180

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 Attnempt 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.

                      About Element Aluminum

Jackson, Tennessee-based Element Aluminum, LLC operates an
Aluminum Fabricator business.   The Company and Hayes Tennessee
Venture, LLC, filed for Chapter 11 on July 31, 2009 (Bankr. W. D.
Tenn. Case No. 09-13091 and 09-13098).  E. Franklin Childress Jr.,
Esq., represents the Debtors in their restructuring efforts.  The
Company says it does not have unsecured creditors who are non-
insiders when they filed their petition.  In their petition, the
Debtors listed assets and debts both ranging from $10,000,001 to
$50,000,000.


ELLSRAY CAPITAL: Meeting of Creditors Scheduled for September 1
---------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Ellsray Capital, LLC's Chapter 11 case on Sept. 1. 2009, at
9:30 a.m.  The meeting will be held at the U.S. Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Carefree, Arizona-based Ellsray Capital, LLC filed for Chapter 11
on July 30, 2009 (Bankr. D. Ariz. Case No. 09-18107).  The Law
Offices of Daniel E. Garrison PLLC represents the Debtor in its
restructuring efforts.  The Debtor did not file a list of its
20 largest unsecured creditors when it filed its petition.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


ELLSRAY CAPITAL: Files List of Largest Unsecured Creditors
----------------------------------------------------------
Ellsray Capital, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a list of its largest unsecured creditors,
disclosing:

   Entity                    Nature of Claim       Claim Amount
   ------                    ---------------       ------------
Hunter Engineering           Engineer/Surveyor     $54,050
Attn: Jeff Hunter
10450 N. 74th St., Suite 200
Scottsdale, AZ 85258

Bonnett Fairbourn Friedman   Outside Counsel        $9,002
& Balint PC
2901 N. Central Ave.,
Suite 1000
Phoenix, AZ 85012-2730

Zeitlin & Zeitlin, P.C.      Condemnation           $1,155
P.O. Box 15662               Attorney
Phoenix, AZ 85060-5662

Carefree, Arizona-based Ellsray Capital, LLC, filed for Chapter 11
on July 30, 2009 (Bankr. D. Ariz. Case No. 09-18107).  The Law
Offices of Daniel E Garrison PLLC represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


ENTECH SOLAR: Recurring Losses Affect Going Concern
---------------------------------------------------
Entech Solar, Inc., fka WorldWater & Solar Technologies Corp.,
posted a net loss attributable to the Company of $4.30 million for
three months ended June 30, 2009, compared with a net loss of
$23.99 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
attributable to Entech Solar of $20.27 million compared with a net
loss of $31.27 million for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $56.83 million, total liabilities of $15.74 million and
stockholders' equity of $41.09 million.

As of June 30, 2009, the Company had $5.80 million in cash and
cash equivalents compared to $12.20 million at Dec. 31, 2008.

The Company said that there is substantial doubt about the
Company's ability to continue as a going concern due to recurring
losses and negative cash flows from operations.  The Company added
that if it is unable to raise additional financing, it may be
required to reduce its spending plans, license to others products
or technologies that it would otherwise seek to commercialize or
sell certain assets.  Presently, with no further financing, it
will likely expend all cash resources by late in the third quarter
or early in the fourth quarter of 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?422c

Entech Solar Inc. (OTC:ENSL) fka WorldWater & Solar Technologies
Corp. designs, manufactures and installs solar energy systems that
provide electricity and thermal energy in commercial and
industrial applications, as well as in the public sector.  The
Company focused on develop a new solar energy products and
services utilizing the ENTECH concentrating photovoltaic
technology.  The Company focused on offering a range of services,
including project development, engineering, procurement and
construction, and financing, to help develop and support the sales
of its SolarVolt and ThermaVolt systems and other systems, and
products it may develops.  The Company's products include
SolarVolt and ThermaVolt solar systems, well as a product designed
from skylight.  On Jan. 28, 2008, the Company completed the
acquisition of ENTECH, Inc.


ENVIRONMENTAL POWER: Posts $2MM Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Environmental Power Corporation posted a net loss of $2.26 million
for three months ended June 30, 2009, compared with a net loss of
$4.96 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $5.19 million compared with a net loss of $2.45 million for the
same period in 2008.

The Company's balance sheet showed total assets of
$164.37 million, total liabilities of $152.45 million and
stockholders' equity of $11.92 million.

The Company anticipates incurring losses at least through 2010 as
it continues the construction of its portfolio of projects.  As of
June 30, 2009, the Company had an accumulated deficit of
$73.53 million and its unrestricted cash and cash equivalents
amounted to $1.75 million.  Currently, the Company's facility at
Huckabay Ridge, Texas, which is operating reliably, is anticipated
to generate cash flow over the balance of the year.  However, the
cash it projects to be generated from Huckabay Ridge, by itself,
will be insufficient to meet its short-term and long-term
corporate and project-related capital requirements.

In addition the Company is pursuing a closing on the sale of
additional notes in August or September 2009, though it cannot
assure whether or when the closing will occur, or, if it does
occur, how much it will succeed in raising.  The Company continues
to work with its financial advisors to identify and explore
various opportunities to raise the capital it requires.  The level
of funds it is able to raise, if any, will determine the level of
development and construction activity that it can pursue and
whether it will be able to 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?4220m

Environmental Power Corporation (NASDAQ:EPG) is a developer, owner
and operator of renewable energy production facilities.  The
Company operates through the Microgy's segment.  Microgy, Inc. is
a developer of renewable energy facilities for the production and
commercial application of methane-rich biogas produced from animal
and food industry wastes.  The biogas can be sold to end users or
used to produce pipeline-grade methane, which Microgy refers to as
renewable natural gas, liquefied natural gas, compressed natural
gas, renewable electrical energy or thermal energy, as well as
other useful by-products.


FINLAY ENTERPRISES: Zale Corp., 8 Others Named to Creditors' Panel
------------------------------------------------------------------
Diana Adams, U.S. Trustee, appointed nine creditors to an official
committee of unsecured creditors in Finlay Enterprises Inc.'s
Chapter 11 cases:

  1. HSBC Bank USA, National Association, as Indenture Trustee
     10 East 40th Street
     New York, New York 10016-0200
     Attn: Sandra Horowitz, Vice President
     Tel. No. (212) 525-1300

  2. U.S. Bank National Association
     100 Wall Street, Suite 1600
     New York, NY 10005
     Attn: James E. Murphy, Vice President
     Tel. No. (212) 361-6174

  3. Richline Group, Inc.
     115 South Mac Questen Parkway
     Mount Vernon, New York 10550
     Attn: Dennis Ulrich
     Tel. No. (914) 699-0000

  4. Vaishali Diamond Corporation
     579 Fifth Avenue, Suite 1475
     New York, New York 10017
     Attn: Rajesh Shah
     Tel. No. (212) 308-6033

  5. Royal Jewelry MFG, Inc.
     1001 Avenue of the Americas, 7th Floor
     New York, New York 10018
     Attn: Ben Hakimian
     Tel. No. (212) 302-2500

  6. Le Vian Corp
     235 Great Neck Road
     Great Neck, New York 11021
     Attn: Eddie Le Vian, Chief Executive Officer
     Tel No. (516) 466-7250

  7. Simon Property Group, Inc.
     115 West Washington Street
     Indianapolis, In 46204
     Attn: Ronald M. Tucker, Vice President/Bankruptcy Counsel
     Tel No. (317) 263-2346

  8. Taubman Landlords
     200 E. Long Lake Road, Suite 300
     Bloomfield Hills, MI 48304
     Attn: Andrew Conway
     Tel No. (248) 258-7427

  9. Zale Corporation
     901 W. Walnut Hill Lane
     Irving, Texas 75038
     Attn: Hilary Molay
     Tele No. (972) 580-4502

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008. The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the Petition Date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FLORIDA COMMUNITY: Says Financials to Have Going Concern Doubt
--------------------------------------------------------------
In a Form NT 10-Q filed with the Securities and Exchange
Commission, Florida Community Banks, Inc. said August 17 that the
completion of the financial statements for the quarter ended
June 30, 2009 could not be completed by the filing deadline
without unreasonable effort and expense because it is in the
process of restating its financial statements and notes for the
year ended December 31, 2008.  The Company is amending its annual
Form 10-K/A for December 31, 2008 to record a valuation reserve
for its deferred tax assets, as well as adding additional
disclosures concerning its ability to continue as a going concern.
The adjustment will impact earnings by increasing the net loss
originally reported and reducing the Company's equity.

On October 17, 2008, the Company's wholly-owned subsidiary,
Florida Community Bank, the Florida Office of Financial Regulation
and the Federal Deposit Insurance Corporation entered into a
Stipulation and Consent of Entry of Order to Cease and Desist,
which incorporated by reference an Order to Cease and Desist for
the Bank.

Pursuant to the Order, the Bank was ordered to increase its
capital ratios to stipulated levels.  According to the Company, as
of August 18, 2009, the Bank has not been successful in achieving
the required ratios.   Based on the continued deterioration in the
Bank's operations, discussions with the Bank's regulators and
independent auditors, the Audit Committee has determined that
there exists substantial doubt as to the Company's ability to
continue as a going concern and has further determined that its
audited financial statements for the year ended December 31, 2008,
cannot be relied upon and will be restated and filed in a Form 10-
K/A (Amendment No. 2) as soon as practicable.  The Form 10-K/A
will also contain the Company's disclosures of, and a report of
the Company's independent registered public accounting firm
expressing substantial doubt as to, the Company's ability to
continue as a going concern.

As approved by its audit committee, on August 18, 2009, the
Company's consolidated financial statements as contained in Form
10-K/A (Amendment No. 1) will be restated to reflect a deferred
tax valuation allowance of approximately $24.3 million, based upon
a change in the Company's forecasted operating results for 2009
and later years, increased levels of regulatory uncertainty and
the resulting significant doubts about the Company's ability to
continue as a going concern.  The reserve will not require any
future cash expenditures, as the deferred tax assets are
intangible in nature.

                      About Florida Community

Florida Community Banks, Inc. (FCBI) is a bank holding company
that operates through its wholly owned subsidiary, Florida
Community Bank (Bank).  Through its subsidiary bank, FCBI is
engaged in the commercial banking business in southwestern Florida
with offices in Collier, Lee, Hendry and Charlotte counties. The
Bank is a state-chartered commercial bank.  The Bank is engaged
primarily in soliciting deposits from the general public and
investing such deposits, together with other funds, in commercial
loans, consumer loans, agricultural loans and real estate loans.


FOAMEX INT'L: Seeks October 19 Extension for Plan
-------------------------------------------------
Foamex International Inc. and its affiliates ask the Bankruptcy
Court to extend their exclusive period to file a Chapter 11 plan
until October 19, a Bloomberg News report said.  The Court will
consider Foamex's second request for an extension on Sept. 23.

As reported in the Troubled Company Reporter on May 29, 2009,
MatlinPatterson Global Advisers LLC and Black Diamond Capital
Management LLC won the bidding for Foamex's business with a $155
million offer, along with the assumption of some liabilities.
Wayzata Capital Investment Partners LLC won the first auction for
the assets.  However, the auction was reopened, and
MatlinPatterson and Black Diamond emerged the winning bidder.

Bloomberg's Bill Rochelle relates that following the sale, Foamex
is holding $330,000, representing proceeds from the sale of assets
not subject to lien.  Escrow funds have almost $10 million
earmarked for payment of wind-down expenses and professional
costs.  Creditors with claims arising during the Chapter 11 case
were required to file their proof of claim to assist Foamex in
deciding whether the Chapter 11 case should be continued,
dismissed or converted to a liquidation in Chapter 7.

                    About Foamex International

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

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

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

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


FREDDIE MAC: Names Bruce Witherell as Chief Operating Officer
-------------------------------------------------------------
Freddie Mac has appointed Bruce M. Witherell, 49, a mortgage
industry veteran, as its chief operating officer effective
September 14, 2009.  Mr. Witherell will oversee and ensure
effective integration across the company's three business lines --
Single Family Credit Guarantee, Multifamily Sourcing and
Investments and Capital Markets -- as well as its Operations and
Technology division.  Mr. Witherell will report to Chief Executive
Officer Charles E. Haldeman, Jr.

Nick Timiraos at The Wall Street Journal reports that Mr.
Witherell will earn a base salary of $700,000.

"To accomplish Freddie Mac's mission and business goals, we must
make sure that the company is running at the highest levels of
efficiency and operational excellence," Mr. Haldeman said.  "I
have asked Bruce -- an experienced executive with demonstrated
expertise in mortgages and capital markets, superb leadership
skills and management experience -- to join Freddie Mac's strong
management team and help us execute our many functions and focus
on the right objectives.  Bruce has an impressive track record of
success and I am thrilled to have him join our team."

Previously, Mr. Witherell was managing director and global co-head
of the residential mortgage business at Morgan Stanley where he
was responsible for the residential mortgage origination and
servicing platforms, mortgage operations in the United States,
England, Italy, Japan and Russia, and global trading.

Before joining Morgan Stanley in 2006, Mr. Witherell spent 15
years at Lehman Brothers Holdings, Inc., in a variety of senior
leadership roles.  From 2003 to 2006, he was chief executive
officer of Lehman Brothers Bank and chief executive officer of
Aurora Loan Services, which had been acquired by Lehman.  Mr.
Witherell was chief administrative officer of Lehman's Wealth &
Asset Management and Fixed Income divisions, also serving on the
executive committees of both divisions.  He previously served as
co-chief operating officer of the Corporate Advisory division;
global head, Transaction Management and Documentation; head of
Derivative and Finance; and head, Residential and Commercial
Contract Finance.

A review of Mr. Witherell's background found that he had run a
"pretty tight ship" at Lehman, The Journal states, citing James
Lockhart, the director of the federal agency that oversees Fannie
Mae and Freddie Mac.

According to The Journal, credit standards became overly lax
during the housing boom, but in 2008, critics have complained that
Fannie Mae and Freddie Mac have adopted overly tight lending
standards that threaten the housing-market recovery.  "Clearly we
need to swing the pendulum back to a more rational place.  As
housing stabilizes, it makes that an easier effort to construct
well-thought-out credit parameters," the report quoted Mr.
Witherell as saying.

Prior to his career at Lehman Brothers, Mr. Witherell held
management positions at the First Boston Corporation and Household
Finance Corporation.

Mr. Witherell is a graduate of Carnegie Mellon University.

Citing analysts, the Journal relates that it would be hard to find
someone with Wall Street experience who hadn't been involved in
subprime or Alt-A lending.  The Journal quoted research firm
Federal Financial Analytics managing partner Karen Shaw Petrou as
saying, "I don't know how you hire anyone from the private sector
mortgage arena who isn't at least dinged by anything that's
happened to date."

The Journal relates that the chief financial officer position has
been unfilled since the April 2009 death of David Kellermann, who
served as acting finance chief while executives conducted a
search.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


GALE FORCE PETROLEUM: Issues Shares Under Proposal to Creditors
---------------------------------------------------------------
Gale Force Petroleum Inc. said Guillaume Dumas, L.L.B. and member
of the Quebec bar, has joined the board of directors, effective
August 18.

Mr. Dumas has over 15 years' experience in mergers and
acquisitions, private equity and asset-based lending.  Mr. Dumas
is also a partner of Primatlantis Capital Inc., holder of a
$2,030,000 secured lender to the Corporation.

"We are pleased to have a professional of the quality of Guillaume
Dumas, with such relevant and valuable experience, joining the
Corporation," said Michael McLellan, Chairman and CEO.

The Company also announced that 43,208,876 common shares were
issued to settle debts under the terms of the Proposal to
Creditors it filed on February 4, 2009 under the Bankruptcy and
Insolvency Act (Canada).  The shares will be delivered to the
creditors and the final payments will be made under the Proposal
to Creditors within approximately thirty days.  This will complete
the Proposal to Creditors and Trustee will be discharged.

Following the issuance of these shares, 62,677,178 shares of the
Company will be issued and outstanding.

Gale Force Petroleum (TSX Venture: GFP) -- http://
www.GaleForcePetroleum.com/-- is a public corporation focused on
acquiring and exploiting unconventional and conventional gas
resources in mature basins, building shareholder value through
accretive opportunistic acquisitions and development of its
properties.  It owns producing natural gas properties in Alberta,
Canada and in Kentucky, USA.


GARY JOEL KATLEMAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Gary Joel Katleman
        7618 Woodhaven
        San Antonio, TX 78209

Bankruptcy Case No.: 09-53118

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: R. Glen Ayers Jr., Esq.
                  Langley and Banack, Inc.
                  745 E. Mulberry, 9th Floor
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: gayers@langleybanack.com

Total Assets: $1,089,925

Total Debts: $2,145,494

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

The petition was signed by Gary Joel Katleman.


GENERAL GROWTH: Capital Ventures Want Trading of Claims Permitted
-----------------------------------------------------------------
Capital Ventures International, an affiliate of Susquehanna
International Group, LLP, and a member of the Official Committee
of Unsecured Creditors in General Growth Properties' cases, asks
the Court to approve information blocking procedure and permit
trading in "Covered Claims," which are any claims against the
Debtors, including (i) securities as defined in Section 2(a)(1) of
the Securities Act of 1993; and (ii) bank debt.

Capital Ventures is engaged in the order handling and trading of
securities and other financial interests for others or for its
own accounts as a regular part of its business.  Edward S.
Weisfelner, Esq., at Brown Rudnick LLP, in New York, asserts that
Capital Ventures will not violate its fiduciary duties as a
member of the Creditors' Committee by trading in the Covered
Claims during the pendency of the Debtors' Chapter 11 cases,
provided that Capital Ventures effectively implements and adheres
to the information blocking policies and procedures that are
approved by the United States Trustee for Region 2.

In conjunction with the existing information blocking procedures,
Capital Ventures agrees to establish and maintain these internal
procedures:

(1) David Pollard, head of strategic planning and special
    counsel of Capital Ventures, is Capital Ventures'
    representative on behalf of the Committee in the Debtors'
    Chapter 11 cases.  Mr. Pollard will execute a letter
    acknowledging that he may receive non-public information and
    that he is aware of the information blocking procedures,
    which are in effect with respect to the Covered Claims and
    will follow those procedures and will immediately inform the
    Committee's counsel and the U.S. Trustee if those procedures
    are materially breached.

(2) Mr. Pollard will not directly or indirectly share any non-
    public information generated by, received from or relating
    to the Committee's activities or the Committee membership
    with any other employees of Capital Ventures.

(3) Mr. Pollard will maintain all files containing information
    received in connection with the Committee activities in
    secured cabinets and offices not generally accessible to
    other employees of Capital Ventures.

(4) Mr. Pollard will not receive any information regarding
    Capital Ventures' trades in the Covered Claims in advance of
    the execution of those trades, but he may receive trading
    reports showing Capital Ventures' purchases and sales and
    ownership of the Covered Claims bi-weekly.

(5) Capital Ventures' compliance personnel will review on a
    weekly basis Capital Ventures' trades of the Covered Claims
    to determine if there is any reason to believe that the
    trades were not made in compliance with the information
    blocking procedures and will keep records of those review.

(6) Capital Ventures' compliance personnel will monitor
    periodically consistent with its ordinary course compliance
    practice the exchange of Information through electronic
    means with Mr. Pollard.

(7) So long as Capital Ventures is a member of the Committee, it
    will disclose to the U.S. Trustee any decrease in dollar
    amount of the Covered Claims held by Capital Ventures which
    results in holdings being less than 25% of the dollar amount
    of the Covered Claims held by Capital Ventures as of date of
    Capital Ventures' appointment to the Committee.  Moreover,
    Capital Ventures will disclose to the Committee counsel and
    the U. S. Trustee (i) every 6 months a declaration verifying
    continued compliance with the Procedures; and (ii) any
    material breaches of the procedures.  If Capital Ventures
    resigns from the Committee, Capital Ventures will continue
    to follow the Procedures until a plan has been confirmed in
    the Debtors' Chapter 11 cases or the Chapter 11 cases have
    been converted or dismissed.

In sum, Mr. Weisfelner points out that the Procedures will
prevent Capital Ventures' trading personnel from use or misuse of
non-public information obtained by Capital Ventures' personnel
engaged in Committee related activities and also will preclude
Mr. Pollard as appointed Committee Personnel from receiving
inappropriate information regarding Capital Ventures' trading in
the Covered Claims in advance of such trades.

The Court will consider Capital Ventures' request on
September 25, 2009.  Objections are due September 18.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Hugo Boss Wants Stay Lifted to Terminate Lease
--------------------------------------------------------------
Mott Inc., doing business as Hugo Boss, asks the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay to exercise all its rights under a lease for store premises
entered into with Debtor Tysons Galleria L.L.C., as landlord.

In May 1998, Hugo Boss and Tysons Galleria entered into the lease
whereby Hugo Boss leased store premises, known as Space No. 2224,
in the Tysons Galleria Shopping Center located in Tysons Corner,
McLean, Virginia.  The Lease was amended in July 2007 to provide
Hugo Boss with a relocated space at premises known as Space No.
1410.  Under the New Lease, the term of the Original Lease was
extended from August 31, 2008, to September 1, 2009.

Tysons Galleria was required to complete its construction on the
New Space by no later than June 1, 2009, so that Tysons Galleria
could deliver the New Space to Hugo Boss.  Hugo Boss would then
have until September 1, 2009, to complete its necessary work to
prepare the New Space for opening.

Hugo Boss' counsel, Kenneth M. Misken, Esq., at McGuirewoods LLP,
in McLean, Virginia, says Tysons Galleria has failed to recapture
the New Space from an existing tenant, therefore, the
construction and other schedules set forth in the New Lease
cannot be satisfied.  As a result, Mr. Misken says, Tysons
Galleria has not commenced the Landlord's Work, Hugo Boss has
been unable to commence the Tenant's Work by its Beginning Work
Date, and the New Space will not be available by the Opening
Date.

The New Lease does not excuse Tysons Galleria from either
recapturing the premises from the existing tenant or from taking
the steps necessary to commence the Landlord's Work within the
timeframes contemplated by the New Lease, Mr. Misken asserts.

Furthermore, Mr. Miskens points out that Tysons Galleria executed
the New Lease with full knowledge that the leasehold premises was
subject to a lease with another tenant.  That existing lease
makes it impossible for Tysons Galleria to comply with its lease
obligations to Hugo Boss, he contends.

                     Debtors' Response

The Debtors assert that Hugo Boss' Lift Stay Motion should be
denied as futile because Tysons Galleria has not breached the
terms of the Lease and Hugo Boss has no basis to terminate the
lease.  Rather, the Debtors argue, the plain and unambiguous
language of the Lease makes it clear that if Hugo Boss is
prevented from beginning construction by the Beginning Work Date,
the Beginning Work Date and the Opening Day will be extended one
day for each day that Hugo Boss is prevented from beginning work.
Thus, although Tysons Galleria was unable to complete work on the
leased space by the date set forth in the construction schedule
in the Lease due to the actions of another tenant, the terms of
the Lease anticipated this possibility and provided a solution of
extending the schedule under the Lease, the Debtors point out.

Considering the scope of the Lease, which extends through 2019,
the minimal delay explicitly anticipated in the terms of the
Lease does not constitute a material breach and should not give
rise to a right of termination, the Debtors assert.

In a separate filing, the Debtors sought and obtained the Court's
authority to file under seal a confidential exhibit to their
opposition to Hugo Boss' Lift Stay Motion.  The Debtors assert
that the Exhibit contains highly sensitive information related to
the Debtors' negotiation of tenant leases.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Proposes to Employ PwC as Tax Advisor
-----------------------------------------------------
General Growth Properties Inc. and its affiliates seek the Court's
authority to employ, nunc pro tunc to April 16, 2009,
PricewaterhouseCoopers LLP to perform necessary tax services.

As tax service providers, PwC has agreed to:

  (a) prepare the information returns for the Debtors' real
      estate interests in Brazil and Turkey for tax year ending
      December 31, 2008;

  (b) prepare the U.S. Partnership Income Tax Return (Form 1065)
      for tax year ending December 31, 2008, and required state
      partnership income tax returns for the same period; and

  (c) prepare the amended 2006 state income tax returns for GGP
      Limited Partnerships.

PwC, at the request of the Debtors, also may render additional
related support deemed appropriate and necessary to the benefit
of the Debtors' estate, including, but not limited to, recurring
tax consulting services and matters involving tax authorities.

PwC estimates that it will charge $60,000 for the tax return
services for Brazil and $17,000 for Turkey.  For the preparation
of U.S. Partnership Income Tax Returns, the fee will be $60,975.
For any Additional Services requested by the Debtors, the Debtors
will pay a fee based on these hourly rates:

    Staff           $140
    Senior          $195
    Manager         $280
    Director        $375
    Partner         $595

For the preparation of Amended 2006 State Income Tax Returns for
GGP LP, the per return fee will be $1,500.  The Debtors will also
be billed for the research required to determine if an amended
filing is necessary and the procedures for reporting the
amendment to each local jurisdiction.  The estimated fee for this
research is between $5,000 and $6,000 per jurisdiction.

The Debtors will also reimburse PwC for any reasonable out-of-
pocket expenses incurred by PwC.

The Debtors also agree to indemnify and hold PwC and other PwC
firms engaged as subcontractors, and their partners, principals
and employees harmless from and against any and all third party
claims resulting from any of the services or deliverables, except
to the extent determined to have resulted from the firm's gross
negligence or other intentional misconduct.

James Hickey, a partner at PwC, assures the Court that his firm
does not represent any interest adverse to the Debtors or their
estates, and is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Hickey discloses that the Debtors, as of May 29, 2009, owe
PwC $15,000 in respect of services provided by PwC following the
Petition Date.  During the 90 days immediately preceding the
Petition Date, PwC received from the Debtors and their affiliates
fees and expenses totaling $291,175.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GHOST TOWN: Wants Plan Filing Period Extended to October 7
----------------------------------------------------------
Ghost Town Partners, LLC, asks the U.S. Bankruptcy Court for the
Western District of North Carolina to extend its extend its
exclusive period to file a plan until October 7, 2009, and its
exclusive period to solicit acceptances thereof until December 6,
2009.

The Debtor tells the Court that it is in the process of obtaining
current valuation of its assets which is essential to information
included in the disclosure statement and the plan.  Additionally,
the Debtor says that the appropriate financials are in the
preliminary states of preparation for the disclosure statement and
approximately 30 to 60 days are needed to complete.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009 (Bankr. W.D.N.C. Case No. 09-10271).
David G. Gray, Esq., at Westall, Gray, Connolly & Davis,
P.A., and William E. Cannon, Jr., at Brown, Ward & Haynes P.A.,
represent the Debtor in its restructuring efforts.  In its
bankruptcy petition, the Debtor listed total assets of $13,035,300
and total debts of $12,305,672.


GPC BIOTECH: Future in Doubt if Merger Not Completed This Year
--------------------------------------------------------------
GPC Biotech AG said its future may be in doubt if a planned merger
with Agennix Inc. is not completed at all or doesn't take place by
the end of this year.  GPC received a EUR3 million loaan from
diagennix GmbH, the new company into which it will be merged.
That gives it sufficient cash to last into the second quarter of
next year, it said.  "However, if the merger is not completed by
the end of 2009 or at all, the ability of the company to continue
as a going concern on a stand-alone basis will be immediately
threatened," it said.  GPC made this disclosure in an August 18
statement describing its financial results for the second quarter
ended June 30, 2009.

In June, GPC Biotech's shareholders approved the adoption of the
merger agreement between the Company and diagennix GmbH (to be
renamed Agennix AG and converted into a stock corporation).
Pursuant to the merger agreement, GPC Biotech, as transferring
entity, is to be merged into Agennix AG, as absorbing entity, to
which were contributed all the shares of Agennix Incorporated (by
its sole shareholder) and a EUR15 million cash contribution by
dievini Hopp BioTech holding GmbH & Co KG, an investment company
of Dietmar Hopp, co-founder of SAP, and one of the largest
shareholders of GPC Biotech.  The merger is expected to close by
the end of 2009.

First six months of 2009 compared to first six months of 2008
Revenues decreased 97% to EUR0.1 million for the six months ended
June 30, 2009, compared to EUR3.0 million for the same period in
2008.  The decrease in revenues is due to the termination of the
co-development and license agreement for satraplatin with Celgene
Corporation effective September 2008.  Net loss for the first six
months of 2009 improved 46% to EUR8.5 million compared to EUR15.8
million for the first six months of 2008.  Basic and diluted loss
per share was EUR0.23 for the first six months of 2009 compared to
EUR0.43 for the same period in 2008.

Revenues for the three months ended June 30, 2009 decreased 93% to
EUR100,000 compared to EUR1.5 million for the same period in 2008.
The Company's net loss was EUR4.2 million in the second quarter of
2009 compared to EUR8.7 million for the same period in 2008.
Basic and diluted loss per share was EUR0.11 for the second
quarter of 2009 compared to EUR0.24 for the same period in 2008.

As of June 30, 2009, cash, cash equivalents, and available-for-
sale investments totaled EUR5.6 million, including EUR0.2 million
in restricted cash.  In connection with the planned merger, GPC
Biotech made a loan to Agennix in the first quarter of 2009 in the
amount of $20 million in the form of a senior secured convertible
promissory note.

Net cash burn for the first six months of 2009 was EUR11.4
million, with net cash burn of EUR4.9 million in the first quarter
and EUR 6.5 in the second quarter of 2009.   The increase in net
cash burn for the second quarter compared to the previous quarter
was due to payments of merger-related expenses of approximately
EUR2.7 million which had been accounted for but not paid out in
the first quarter of 2009.

            New Company to Have Cash Until Q2 2010

The Company also announced that it has received a loan in the
amount of EUR3 million from diagennix GmbH, which is the new
company onto which GPC Biotech will be merged after diagennix has
been changed to a stock corporation and renamed "Agennix AG."  The
loan, which bears 12% interest per annum and has a term of one
year, is secured by an assignment of a portion of the $20 million
note in Agennix in the amount of $4.8 million.  This loan is
between the two merger partners and so will not impact the overall
cash position of the future combined company.  The new company
resulting from the merger is expected to have sufficient cash, as
previously announced, into the second quarter of 2010.

Dr. Torsten Hombeck, Chief Financial Officer, said:  "With the
approval of the proposed merger by our shareholders in June, we
are working to finalize the transaction, the closing of which we
continue to expect to occur by the end of this year.  We are
cooperating closely with our colleagues at Agennix on drug
development activities for talactoferrin and the other programs in
our pipeline, as well as to move forward with the integration of
our two businesses."

      Stand-Alone Entity No Substantial Revenues for 2009

GPC Biotech updated its guidance as a stand-alone entity for the
full year 2009.  The Company continues to expect no substantial
revenues in 2009 since Celgene, the main source of revenues in
recent years, terminated its collaboration and license agreement
for satraplatin in 2008.  Regarding cash, GPC Biotech believes
that its existing cash, together with the loan it has received
from diagennix, should be sufficient to fund operations as a
stand-alone entity through the closing of the planned merger.

                       About GPC Biotech

GPC Biotech AG (Frankfurt Stock Exchange: GPC) -- http://www.gpc-
biotech.com/ -- is a publicly traded biopharmaceutical company
focused on developing anti-cancer drugs.  The Company currently
has two programs in clinical development: satraplatin, an oral
platinum compound, and RGB-286638, a multi-targeted protein kinase
inhibitor.  The Company's shareholders have approved a merger
agreement pursuant to which the Company will combine its business
with Agennix, Incorporated, a privately held biotechnology company
located in Houston, Texas.  Agennix is developing oral
talactoferrin, a product candidate that is currently in Phase 3
trials for non-small cell lung cancer.  GPC Biotech AG is
headquartered in Martinsried/Munich (Germany) and has a wholly
owned U.S. subsidiary in Princeton, New Jersey.


HARLAND CLARK: Moody's Affirms Corporate Family Rating at 'B2'
--------------------------------------------------------------
Moody's Investors Service affirmed Harland Clark Holdings Corp.'s
B2 Corporate Family Rating, B2 Probability of Default rating, B1
senior secured ratings and Caa1 ratings of its senior unsecured
notes.  Harland Clarke's B2 CFR continues to reflect the ongoing
pressure on its revenue base and operating margins, and event risk
associated with its controlling shareholder, M&F Worldwide.  The
rating outlook remains stable.

Details of the ratings action are:

Ratings affirmed:

* Senior secured revolving credit facility, due 2013 -- B1, LGD3,
  39%

* Senior secured term loan, due 2014 -- B1, LGD3, 39%

* Floating rate notes due 2015 -- Caa1, LGD6, 91%

* 9.5% Senior notes due 2015 -- Caa1, LGD6, 91%

* Corporate family rating -- B2

* Probability of default rating -- B2

The rating outlook is stable.

Harland Clarke's B2 CFR reflects the company's good cash flow
generation from its portfolio of mature businesses tempered by a
significant level of business risk in the check business, high
leverage and event risk related to industry consolidation,
acquisitions and distributions to M&F Worldwide.  Through a series
of acquisitions, the company has significantly increased the
revenue base, enhanced the scale of the check-printing business
(71% of 2Q 2009 LTM revenue), and provided some revenue diversity
through the addition of the financial institution software and
Scantron businesses (16% of revenue).  However, these business
segments are subject to intense competitive pressures, while the
check-writing business is in a secular decline.  Moody's
recognizes that Harland Clarke's successfully implemented the
$113 million of cost synergies (combining printing facilities and
call centers and eliminating overlapping corporate functions)
related to the Harland acquisition in 2007, which has reduced
debt-to-EBITDA considerably to approximately 5.0x (LTM 6/30/09
incorporating Moody's standard adjustments) from the 6.9x pro
forma level at the close of the acquisition, and more cost saving
measures are underway.

The last rating action on Harland Clark occurred on April 12,
2007, when Moody's assigned ratings to Clarke American Corp.'s
unsecured notes.

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

Headquartered in Decatur, GA, Harland Clarke is a provider of (1)
check and check-related products and services to financial
institutions, businesses and consumers, (2) software and related
services to financial institutions, and (3) data collection,
testing products, scanning equipment and tracking services through
its Scantron division.  For the LTM period ended June 30, 2009,
the company generated $1.8 billion in revenues.


HAWAIIAN TELCOM: Hearing on Plan outline Adjourned to Aug. 27
-------------------------------------------------------------
Judge Lloyd King of the United States Bankruptcy Court for the
District of Hawaii will consider the adequacy of the Disclosure
Statement accompanying the Joint Chapter 11 Plan of
Reorganization of Hawaiian Telcom Communications, Inc., and its
debtor affiliates on August 27, 2009.

The Disclosure Statement Hearing has been postponed twice.  It
was originally set for July 23, 2009, and then on August 11,
2009.

The Debtors filed their Plan and Disclosure Statement on June 3,
2009.

The Court has earlier denied the Debtors' request to extend their
exclusivity periods.  By virtue of that ruling, the Debtors'
Exclusive Plan Filing Period expired on July 1, 2009, and the
Debtors' Exclusive Solicitation Period will expire on September 1,
2009.

                 Disclosure Statement Objections

Meanwhile, in separate filings, these parties oppose approval of
the Disclosure Statement accompanying the Debtors' Joint Chapter
11 Plan of Reorganization:

  -- the Official Committee of Unsecured Creditors,
  -- U.S. Bank National Association,
  -- Deutsche Bank National Trust Company,
  -- United States Trustee for Region 15,
  -- State of Hawaii,
  -- Telephone Local Union 1357,
  -- Pension Benefit Guaranty Corporation, and
  -- ACE American Insurance Company and certain affiliates.

A. Committee

The Creditors Committee complains that the Disclosure Statement
failed to include adequate information relating to, among others,
the valuation of the Debtors' unsecured assets that form the very
basis of creditor recoveries under the Plan, the terms of the
Management Equity Incentive Plan, and the impact of the pending
adversary proceeding commenced by the Prepetition Lenders against
the Committee over the valuation of the Prepetition Lenders'
lien.  "Absent these information, the Disclosure Statement falls
short of providing creditors with the adequate information needed
to render an informed decision on the Plan as required by the
Bankruptcy Code, and the creditors will be unable to cast a
meaningful vote on the Plan," Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii,
contends.

Moreover, the Committee comments that the Plan is unconfirmable
on its face because the Debtors have only allocated the value of
certain other significant unencumbered assets that are not
subject to the Prepetition Lenders' security interests and are
necessary to operate the Debtors' business.  This deficiency
stands regardless of how the Court rules on the pending Lien
Dispute, Mr. Muzzi points out.

He further argues that the Plan's proposal to issue warrants,
rather than equity, to in-the-money creditors violates the best
interests provision of Section 1129(a)(7) of the Bankruptcy Code
because under a Chapter 7 liquidation, those creditors would
receive their pro rata share of the cash proceeds from
liquidation of the unencumbered property valued at $30 million.
Mr. Muzzi adds that the Plan inappropriately caps the extent to
which general unsecured trade creditors can share in the
unencumbered value of the Debtors.

Accordingly, the Committee asks the Court to disapprove the
Disclosure Statement because solicitation of the Plan would
result in a massive waste of time, effort and money to the
detriment of the Debtors, their creditors and the Court.  If,
however, the Court elects to allow solicitation of the Plan, the
Committee asks Judge King to require amendment of the Plan to
provide for an allocation of equity between the Prepetition
Lenders and unsecured creditors based on the Court's findings as
to the value of the Prepetition Lenders' liens.

In another filing, U.S. Bank, as indenture trustee for senior
notes issued by the Debtors and holder of Claim No. 235 for
$368,941,906 plus fees and expenses, joins in the objection filed
by the Creditors Committee.  U.S. Bank is also a member of the
Committee.

Moreover, Deutsche Bank, as indenture trustee for the 12 1/2%
Senior Subordinated Notes due 2015 issued by the Debtors, also
adopts the arguments set forth in the Committee's Disclosure
Statement Objection.  Deutsche Bank further contends that the
Disclosure Statement fails to disclose to holders of both series
of bonds information sufficient to allow those bondholders to
cast an informed vote on the Plan.  Deutsche Bank also points out
that the Plan seeks to treat identically situated creditors
differently, which is not permitted by the Bankruptcy Code.
Unless those provisions are removed from the Plan or the Plan is
modified, the Court should not approve the Disclosure Statement,
Deutsche Bank maintains.

B. U.S. Trustee

Tiffany Carroll, acting United States Trustee for Region 15,
asserts that the Disclosure Statement should:

  -- disclose how the Plan will be funded, specifically, the
     source of the New Term Loan for $300 million that is
     provided for in the Plan;

  -- disclose the employment and employment terms of insiders
     pursuant to Section 1129(a)(5) of the Bankruptcy Code;

  -- disclose the terms of the Management Equity Incentive
     Program and 2009 Performance Compensation Plan, including
     what personnel are covered and anticipated amounts to be
     paid;

  -- clarify that there is no release by third-parties against
     non-debtor entities; and

  -- append various exhibits, including financial projections,
     reorganized debtors' valuation, and liquidation analysis.

Specifically, the U.S. Trustee objects to (i) the exculpation of
non-debtor entities, the Senior Secured Agent, the Committee, and
the Debtors' officers; and (ii) the permanent injunction under
the Plan that would protect any successor of the Debtors from any
claims that occurred before the Effective Date.

C. State of Hawaii

The State of Hawaii, including the Hawaii Public Utilities
Commission, asserts that the Disclosure Statement and the Plan
should identify which, if any, applicable non-bankruptcy law,
including Chapter 269 of the Hawaii Revised Statutes, the Debtors
will request to be preempted by the Plan.  The State also wants
the Debtors to disclose at the confirmation hearing whether the
express preemption provisions of the Plan relate to the financial
condition of the Reorganized Debtors.

Jerrold K. Guben, Esq., special deputy attorney general for the
State, in Honolulu, Hawaii, notes that the HPUC is one of the
agencies that must give its regulatory approval under the Plan.
He cites that the Disclosure Statement and Plan should also
identify any other agency, federal and state, whose regulatory
approval is required to be obtained, including the Federal
Communications Commission.  Similarly, the Plan or Disclosure
Statement should identify the scope and subject matter of that
approval process.  The Disclosure Statement should describe the
process and the form of approval the Debtors propose to obtain
from the HPUC and the subjects that need the HPUC's regulatory
approval, he adds.

D. Local 1357

Telephone Local Union 1357, International Brotherhood of
Electrical Workers, the collective bargaining representative of
the Debtors' hourly employees, complains that the Disclosure
Statement fails to provide material information concerning the
treatment of labor issues.  Specifically, Thomas N. Ciantra,
Esq., at Cohen, Weiss and Simon LLP, in New York, points out that
the Disclosure Statement does not indicate whether the Debtors
will assume their collective bargaining with Local 1357 or the
proposed treatment of the defined benefit pension plan covering
their employees.

Accordingly, Local 1357 asks the Court to deny approval of the
Disclosure Statement, and require the Debtors to address those
issues regarding the CBA and the Pension Plan.

E. PBGC

The PBGC, on behalf of itself and the Hawaiian Telcom Hourly
Pension Plan and Hawaiian Telcom Management Pension Plan,
estimates that the Hourly Plan is underfunded by $90,058,339 and
the Management Plan by $3,718,237.  In addition, the PBGC
calculates that the Debtors owe minimum funding of at least
$1,356,668 to the Hourly Plan.

Stephen D. Schreiber, Esq., assistant chief counsel of the PBGC,
in Washington, DC, points out that the Disclosure Statement
failed to mention the PBGC's filed priority and general unsecured
claims against each of the Debtors for the unfunded benefit
liabilities of the Pension Plans.

Moreover, the PBGC is concerned that the Disclosure Statement
does not inform creditors whether the Debtors intend to terminate
or continue the Pension Plans and if so, the extent of the
Debtors' resulting liabilities under the Employee Retirement
Income Security Act.  He also contends that the Disclosure
Statement does not indicate if either of the Pension Plans
terminates in a distress termination pursuant to Section
1341(c)(2)(B)(ii) or (iii) of the Labor Code, or in a PBGC-
initiated termination under Section 1342 under the Labor Code.

The PBGC also seeks additional details relating to (i) the sale
of the directories publishing business by Debtor Hawaiian Telcom
Services Company, Inc. to HYP Media Holdings LLC; and (ii) the
nature of Hawaiian Telcom Services' direct obligations, if any,
on the Senior Secured Obligations, the Senior Notes and the
Subordinated Notes.

In this light, the PBGC asks the Court to require the Debtors to
amend the Disclosure Statement to provide adequate information as
required under Section 1125 of the Bankruptcy Code.

F. ACE American

ACE American Insurance Company, ACE Property and Casualty
Insurance Company, Illinois Union Insurance Company and
Westchester Surplus Lines Insurance Company, argue that the
Disclosure Statement does not contain adequate information
concerning the treatment of the insurance policies issued by the
ACE Group and related agreements.  Moreover, the ACE Group
complains that no adequate information concerning the treatment
of unliquidated claims, including that of the ACE Group's, is
provided in the Disclosure Statement.

Accordingly, the ACE Group asks the Court to deny approval of the
Disclosure Statement unless it is amended to address the ACE
Group's concerns.

In a letter addressed to the Court, Jonathan Lee Riches objects
to the Disclosure Statement.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Wants Cash Use Extension Until Oct. 31
-------------------------------------------------------
Hawaiian Telcom Communications Inc. and its affiliates seek the
Bankruptcy Court's permission to continue to use the cash
collateral of their Prepetition Lenders, on a consensual basis,
through and including October 31, 2009.

The Debtors currently have access to the Cash Collateral through
August 31, 2009, pursuant to the Third Cash Collateral Extension
Order.

Nicholas C. Dreher, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, maintains that the current form of adequate protection
the Debtors provide their Prepetition Lenders continues to be
appropriate given the present circumstances of the Debtors'
Chapter 11 cases.  They are in the form of:

  * Adequate protection payments of an amount equal to interest
    at the non-default rate on $300 million of outstanding
    prepetition secured obligations owing to the Prepetition
    Lenders;

  * Payment of the Prepetition Lenders' fees and expenses,
    including professionals' fees and expenses;

  * Replacement liens on the Prepetition Lenders' prepetition
    collateral;

  * A superpriority administrative expense claim under Section
    507(b) of the Bankruptcy Code with respect to all of the
    adequate protection obligations;

  * Weekly updates of cash receipts and disbursements;

  * Updated weekly 13-week cash flows; and

  * Numerous termination events.

Mr. Dreher reminds the Court that the Debtors and the Prepetition
Lenders have negotiated the terms of a proposed restructuring set
forth in a Joint Chapter 11 Plan of Reorganization and Disclosure
Statement dated June 3, 2009.  Essentially, the Plan provides for
a significantly deleveraged capital structure that will maximize
the value of the Debtors for all stakeholders and will position
the Debtors to meet the ever-evolving telecommunications needs of
the State of Hawaii in a highly-competitive market.  The Debtors
aver that they will propose a timeline for the confirmation
process at the Disclosure Statement hearing on August 27, 2009.
"Against this backdrop, it would be counterproductive at this
time for the Debtors and the Prepetition Lenders to litigate the
form of adequate protection and the terms of the continued use of
cash collateral as opposed to moving towards confirmation and
emergence from Chapter 11," Mr. Dreher contends.

The Debtors, with their advisors, relate that they have completed
a thorough analysis of minimum liquidity needs to operate their
businesses and remain competitive.  Assuming that the Court
approves the continued use of cash collateral and the Debtors
continue to provide the current adequate protection package to
the Prepetition Lenders, the Debtors' current projections show
that they will be able to meet their minimum liquidity needs for
the duration of their Chapter 11 cases and upon emergence, Mr.
Dreher tells the Court.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HCA INC: Issues $1.25BB 2020 Notes Under Deutsche Bank Indenture
----------------------------------------------------------------
HCA Inc. issued $1,250,000,000 aggregate principal amount of
7-7/8% senior secured notes due 2020, which mature on February 15,
2020, pursuant to an indenture, dated as of August 11, 2009, ,
among the Company, the guarantor parties, Deutsche Bank Trust
Company Americas, as paying agent, registrar and transfer agent,
and Law Debenture Trust Company of New York, as trustee.

Interest on the Notes will be payable in cash.  Interest on the
Notes is payable on February 15 and August 15 of each year,
commencing on February 15, 2010.

The Notes are fully and unconditionally guaranteed on a senior
secured basis by each of the Company's existing and future direct
or indirect wholly owned domestic subsidiaries that guarantee the
Company's obligations under its senior secured credit facilities
-- except for certain special purpose subsidiaries that only
guarantee and pledge their assets under the asset-based revolving
credit facility.

A full-text copy of HCA's Supplement No. 3 to Market Making
Prospectus Dated July 10, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?4230

A full-text copy of the Indenture is available at no charge at:

              http://ResearchArchives.com/t/s?4215

As of August 11, the Notes and guarantees became subject to an
April 22, 2009 First Lien Intercreditor Agreement by and among
Bank of America, N.A., as collateral agent for the holders of the
Notes, the existing first lien notes and obligations under a cash
flow credit facility; Bank of America, N.A., as authorized
representative of the lenders under the cash flow credit facility;
and Law Debenture Trust Company of New York, as authorized
representative of the holders of the existing first lien notes.

Under the First Lien Intercreditor Agreement, any actions that may
be taken with respect to the Collateral will be at the direction
of the Administrative Agent until (1) the Company's obligations
under the cash flow credit facility are discharged -- which
discharge does not include certain refinancings of the cash flow
credit facility -- or (2) 90 days after the occurrence of an event
of default under the series of first lien obligations that
constitutes the largest outstanding principal amount of any then
outstanding series of first lien obligations subject to the First
Lien Intercreditor Agreement -- other than the cash flow credit
facility -- if the authorized representative of that series of
first lien obligations complies with the applicable notice
provisions.

In addition, the First Lien Collateral Agent, The Bank of New York
Mellon, as Junior Lien Collateral Agent for the holders of the
notes secured by liens on the Collateral on a second-priority
basis -- or a third-priority basis with respect to certain
receivables collateral -- and the trustees under the indentures
governing the Second Lien Notes, entered into an Additional
General Intercreditor Agreement, dated as of August 11, by which
the Notes are given the same ranking and rights with respect to
the Collateral as provided to the cash flow credit facility under
the General Intercreditor Agreement, dated as of November 17,
2006, by and among the First Lien Collateral Agent and the Junior
Lien Collateral Agent.

A full-text copy of the Additional General Intercreditor Agreement
is available at no charge at http://ResearchArchives.com/t/s?4216

The First Lien Collateral Agent and Bank of America, N.A., as
collateral agent in connection with the asset-based revolving
facility, entered into an Additional Receivables Intercreditor
Agreement, dated August 11, by which the Notes are given the same
ranking, rights and obligations with respect to certain
receivables collateral that secures the asset-based revolving
credit facility on a first-priority basis and the Notes, cash flow
credit facility and the existing first lien notes on a second-
priority basis as provided to the cash flow credit facility under
the Receivables Intercreditor Agreement dated as of November 17,
2006 by and among the Junior Lien Collateral Agent, the First Lien
Collateral Agent and the ABL Collateral Agent.

A copy of the Additional Receivables Intercreditor Agreement is
available at no charge at http://ResearchArchives.com/t/s?4217

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a Ba3 (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
B2 Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HCA INC: Posts $365 Million Net Income for June 30 Quarter
----------------------------------------------------------
HCA Inc. posted net income of $365 million for the three months
ended June 30, 2009, compared to net income of $197 million for
the same period a year ago.  HCA booked net income of $797 million
for the six months ended June 30, 2009, from net income of
$422 million for the same period in 2008.

As of June 30, 2009, HCA had $24.2 billion in total assets; total
current liabilities of $3.39 billion, long-term debt of
$26.3 billion, professional liability risks of $1.11 billion,
income taxes and other liabilities of $1.71 billion and equity
securities with contingent redemption rights of $155 million.
Stockholders' deficit attributable to HCA Inc. is $9.48 billion as
of June 30, 2009.

A full-text copy of HCA's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4218

At June 30, 2009, HCA was contesting before the Appeals Division
of the Internal Revenue Service, certain claimed deficiencies and
adjustments proposed by the IRS in connection with its examination
of the 2003 and 2004 federal income tax returns for HCA and 11
affiliates that are treated as partnerships for federal income tax
purposes.  The disputed items include the timing of recognition of
certain patient service revenues and HCA's method for calculating
the tax allowance for doubtful accounts.

Eight taxable periods of HCA and its predecessors ended in 1995
through 2002 and the 2002 taxable year for seven affiliated
partnerships, for which the primary remaining issue is the
computation of the tax allowance for doubtful accounts, are
pending before the IRS Examination Division or the United States
Tax Court as of June 30, 2009.  The IRS began an audit of the 2005
and 2006 federal income tax returns for HCA and seven affiliated
partnerships during 2008.

HCA's liability for unrecognized tax benefits was $613 million,
including accrued interest of $153 million, as of June 30, 2009 --
$625 million and $156 million, respectively, as of December 31,
2008.  Unrecognized tax benefits of $250 million -- $264 million
as of December 31, 2008 -- would affect the effective rate, if
recognized.  The liability for unrecognized tax benefits does not
reflect deferred tax assets of $76 million -- $81 million as of
December 31, 2008 -- related to deductible interest and state
income taxes or the balance of a refundable deposit of
$104 million HCA made in 2006, which is recorded in noncurrent
assets.  The provision for income taxes reflects $14 million and
$6 million reductions in interest expense related to taxing
authority examinations for the quarters ended June 30, 2009 and
2008, respectively.  The provision for income taxes reflects a
$34 million reduction in interest expense and interest expense of
$6 million related to taxing authority examinations for the six
months ended June 30, 2009, and 2008, respectively.

Depending on the resolution of the IRS disputes, the completion of
examinations by federal, state or international taxing
authorities, or the expiration of statutes of limitation for
specific taxing jurisdictions, HCA believes it is reasonably
possible its liability for unrecognized tax benefits may
significantly increase or decrease within the next 12 months.
However, HCA is currently unable to estimate the range of any
possible change.

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a Ba3 (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
B2 Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HCA INC: Restates Dec. 2008, 2007 and 2006 Cash Flow Statement
--------------------------------------------------------------
HCA Inc. on August 14, 2009, concluded -- and the Audit Committee
of the Board of Directors approved -- that the Company's
application of certain presentation provisions of SFAS 160 in the
previously filed consolidated statements of cash flows for the
years ended December 31, 2008, 2007, and 2006 should no longer be
relied upon due to errors in the presentation of cash flows
related to noncontrolling interests.

Effective January 1, 2009, HCA adopted the provisions of Statement
of Financial Accounting Standards No. 160, "Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB
No. 51" -- SFAS 160.  On May 27, 2009, the Company filed with the
Securities and Exchange Commission a Current Report on Form 8-K to
retrospectively apply the provisions of SFAS 160 to the financial
statements included in the Company's annual report on Form 10-K
for the fiscal year ended December 31, 2008.

The Company determined that it incorrectly included distributions
to and certain other transactions with noncontrolling interests in
operating activities rather than financing activities in its
consolidated statements of cash flows.  The Company concluded that
its consolidated statements of cash flows for the years ended
December 31, 2008, 2007 and 2006 contained in the Original Form
8-K require restatement.  As a result of the restatement,
distributions to and certain other transactions with
noncontrolling interests of $193 million, $168 million and $143
million for the years ended December 31, 2008, 2007 and 2006,
respectively, have been reclassified from operating activities to
financing activities in the consolidated statements of cash flows.
The impact of these reclassifications was to increase net cash
provided by operating activities and increase net cash used in
financing activities by the amount reclassified for each
respective year.  The restatement will not have any impact on the
Company's consolidated income statements, balance sheets or
statements of changes in stockholders' (deficit) equity for the
periods presented in the Original Form 8-K.

Management and the Company's Audit Committee discussed these
matters with the Company's independent registered public
accounting firm.

On August 14, HCA filed Amendment No. 1 to the Original Form 8-K,
a full-text copy of which is available at no charge at:

               http://ResearchArchives.com/t/s?4231

HCA said the Amendment does not purport to update the Management's
Discussion and Analysis of Financial Condition and Results of
Operations contained in the 2008 Form 10-K for any information,
uncertainties, transactions, risks, events or trends that
subsequently occurred or became known to the Company.

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a Ba3 (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
B2 Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HUEY & FONG TRUST: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Huey & Fong Trust
        3493 French Road
        Clinton, WA 98236

Bankruptcy Case No.: 09-18298

Chapter 11 Petition Date: August 16, 2009

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

Judge: Thomas T. Glover

Debtor's Counsel: Cynthia A. Kuno, Esq.
                  Crocker Kuno PLLC
                  720 Olive Wy, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  Email: ckuno@crockerkuno.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
16 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wawb09-18298.pdf

The petition was signed Quintessa Huey and Carynl L. Fong,
trustees of the Company.


INNOVATIVE SPINAL: Faces Fraud Lawsuit by Creative NeuroScience
---------------------------------------------------------------
MassDevice reports that Creative NeuroScience Applications LLC has
sued Innovative Spinal Technologies in the U.S. District Court for
the Northern District of New York for alleged fraud and breach of
contract for failing to develop, market, and pay royalties on
technology it licensed from CNA.

CAN said in court documents that IST and former CEO Scott Schorer
breached an agreement to license a patent developed by doctors
Frank Boehm Jr. and Benedetta Melnick for percutaneous placement
of spinal screws and connecting rods.  Court documents say that
the parties signed an agreement for IST to license the patent on
the last day of 2004, after Mr. Schorer and IST said that they
would:

     -- incorporate the technology into an IST device,
     -- obtain the necessary approvals,
     -- put the device through clinical trials, and
     -- get the device to the market.

MassDevice relates that IST, in return, agreed to payments
totaling $610,000 and a schedule of payments totaling
$2.4 million, pegged to achieving certain revenue goals.  The
complainant said in court documents that under the agreement, IST
would pay out the balance of any unpaid milestone fees "within 30
days of the closing of such consolidation or merger or
reorganization or such sales of assets or stock."  According to
court documents, IST and Mr. Schorer "diverted the funds and
squandered its money to projects other than those for
commercializing" the patent, despite assuring Dr. Boehm and Doctor
Melnick that "funding received by outside investors and entities
would be devoted in significant portion, if not entirely, toward
development, promotion, and marketing of the technology."

According to MassDevice, "the funds" refers to the reported
$75 million IST raised in venture capital funding.

MassDevice states that CNA wants a jury to decide if it is owed
any damages, void the contract with IST, and restore its patent
assignment.

MassDevice quoted Mr. Schorer as saying, "We followed the terms of
the agreement and did not misrepresent any aspect of the
assignment arrangement.  We put a significant amount of resources
into commercializing IST's technology, which included the Boehm-
Melnick concept.  We paid all fees on time or ahead of schedule
and look forward to resolving this matter in court."

Innovative Spinal Technologies filed for Chapter 7 bankruptcy
protection on May 15, 2009 (Bankr. District of Mass. Case No. 09-
14415).


INPLAY TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $617,275
------------------------------------------------------------------
InPlay Technologies Inc.'s balance sheet at Dec. 31, 2008, showed
total assets of $1.2 million and total liabilities of
$1.8 million, resulting in a stockholders' deficit of $617,275.

For the fiscal year ended Dec. 31, 2008, the Company posted a net
loss of $7.2 million compared with a net loss of $1.5 million for
the same period in 2008.

                       Going Concern Doubt

Scottsdale, Arizona-based Moss Adams LLP expressed substantial
doubt about InPlay Technologies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2008.

The auditing firm reported that the Company's has not secured
sufficient revenue from new customers, and in 2009, began to
wind down operations and liquidate assets.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?421c

Headquartered in Scottsdale, Arizona, InPlay Technologies Inc.,
(NasdaqCM: NPLA) -- http://www.inplaytechnologies.com/-- is a
developer of innovative human interface devices for electronic
products.  The Company's FinePoint division offers the only
digital-based pen-input solution for the rapidly growing mobile
computing market.


ION MEDIA: Unit Acquires More Than 40 Feature Film Titles
---------------------------------------------------------
ION Media Networks, Inc. subsidiary, Ion Television, has acquired
over 40 new A-list feature film titles through multiple theatrical
film deals with NBC Universal Domestic Distribution (NBCU) and
Warner Bros. Domestic Television Distribution, it was announced by
Leslie Chesloff, Executive Vice President, Programming, ION Media
Networks.  The newly acquired titles will begin airing later this
month and will continue to roll out on ION Television's schedule
throughout the fall and into 2010.

"As ION Television continues to build its schedule, these first-
rate theatrical features are the perfect complement to our growing
line-up of original and acquired series," said Ms. Chesloff.
"These proven hits have outstanding appeal and will be
particularly popular with our core 25-54 demographic."

The package from NBCU includes over one dozen hit movies including
"The Break Up," starring Jennifer Aniston and Vince Vaughn; "Miami
Vice," starring Colin Farrell and Jamie Foxx and "I Now Pronounce
You Chuck and Larry," starring Adam Sandler and Kevin James.
Other titles in the package include the "Back to the Future"
trilogy, "Inside Man" and "The Hitcher."

The network has also expanded on its existing agreement with
Warner Bros. Domestic Television Distribution, bringing its
current library to over 100 high profile Warner Bros. films in the
ION library.  The 30-plus additional films in the new package
include the Academy AwardR-winning documentary "March of the
Penguins," the award-winning "Troy," starring Brad Pitt, and "The
Assassination of Jesse James by the Coward Robert Ford," also
starring Brad Pitt, OscarR nominee Casey Affleck and Mary-Louise
Parker.  Additional titles include "The Matrix Revolutions," "The
Matrix Reloaded," "GoodFellas," "Ladder 49," "City by the Sea" and
"Taking Lives."

                     About ION Television

ION Television -- http://www.iontelevision.com-- is a general
entertainment network which reaches over 96 million U.S.
television households via its nationwide broadcast television,
cable and satellite distribution systems.  Launched in 2006, ION
Television features popular TV series and movies from the award-
winning libraries of RHI Entertainment, CBS Television, NBC
Universal, Sony Pictures Television, Twentieth Television and
Warner Bros.  Parent company, ION Media Networks, Inc., owns and
operates the nation's largest broadcast television station group.
Using its digital multicasting capability, ION Media Networks has
launched the digital TV brands qubo, a channel for children
focusing on literacy and values, and ION Life, a channel dedicated
to active living and personal growth.  It also has launched Open
Mobile Ventures Corporation (OMVION), a business unit focused on
the research and development of portable, mobile and out-of-home
transmission technology using over-the-air digital television
spectrum.

                        About ION Media

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.

Ion Media, together with its petition, filed a pre-negotiated plan
that intends to extinguish $2.7 billion in debt and preferred
equity.


JAMES MESOJEDEC: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: James L. Mesojedec
                  ods Carymoi Development, Inc.
               1529 Tamarac Dr.
               Golden, CO 80401
               Linda S. Stearns
                  ods Carymoi Development, Inc.
                  mem Coblentz & Stearns, LLC
                  fmem Stearns & Olmsted, LLC
                  ods Wild At Heart, Inc.
                  fptr Tennis Townhomes
                  mem Mile High Residential Group
                  fmem Stearns, LLC
                  fmem Cabin In The Pines, LLC
                  fptr Red Hawk Lodge
               3057 S. Indiana St.
               Lakewood, CO 80228

Bankruptcy Case No.: 09-26737

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtors' Counsel: F. Kelly Smith, Esq.
                  216 16th St., Suite 1210
                  Denver, CO 80202
                  Tel: (303) 592-1650
                  Fax: (303) 592-1701
                  Email: fkellysmith@tde.com

Total Assets: $2,552,701

Total Debts: $1,231,953

A list of the Company's 7 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob09-26737.pdf

The petition was signed by the Joint Debtors.


JOEL KATLEMAN: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joel M. Katleman
        20550 Huebner Rd. No. 200
        San Antonio, TX 78258

Bankruptcy Case No.: 09-53125

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: William B. Kingman, Esq.
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Email: bkingman@kingmanlaw.com

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

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

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

            http://bankrupt.com/misc/txwb09-53125.pdf

The petition was signed Joel M. Katleman.


JOSE DAVID RODRIGUEZ: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Jose David Rivera Rodriguez
           dba Centro Cardiologico Del Norte
        PO Box 141929
        Arecibo, PR 00614

Bankruptcy Case No.: 09-06683

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co
                  Centro Internacional De Mercadeo
                  Rd 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  Email: wlugo@lugomender.com

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

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

A full-text copy of Mr. Rodriguez's petition, including a list of
his 19 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/prb09-06683.pdf

The petition was signed Mr. Rodriguez.


JOSEPH DETWEILER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Joseph J. Detweiler
           aka Joseph H. Detweiler
        2814 Edison Street NW
        Uniontown, OH 44685

Bankruptcy Case No.: 09-63377

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Ave., N.W., Suite 307
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713
                  Email: ajdlaw@sbcglobal.net

Total Assets: $3,669,999

Total Debts: $32,913,552

A full-text copy of Mr. Detweiler's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ohnb09-63377.pdf

The petition was signed Mr. Detweiler.


LANDMARK FBO: Moody's Withdraws 'Caa2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn the debt ratings of
Landmark FBO, LLC, including the Caa2 corporate family rating.
The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.

Ratings withdrawn:

* Corporate family Caa2
* Probability of default Caa2
* $30 million first lien revolver due 2014 B3, LGD 3, 32%
* $186 million first lien term loan due 2015 B3, LGD 3, 32%
* $120 million second lien term loan due 2016 Caa3, LGD 5, 82%

Prior to withdrawal the Caa2 corporate family rating reflected
Landmark's high leverage and limited liquidity sources and the
declining general aviation activity trend, which had started to
lessen in severity.

Moody's last rating action on Landmark occurred June 22, 2009,
when the corporate family rating was downgraded to Caa2.

Landmark FBO, LLC, headquartered in Houston, TX operates 41 bases
for general aviation services across North America and Western
Europe.  Principal offerings include refueling, light maintenance
and repair of private jets, fuel logistics for the Department of
Defense, replacement parts as well as airplane parking, cleaning
and chartering on behalf of owners.


LEBANON LANDMARKS: Seeks Court Okay to Use Cash Collateral
----------------------------------------------------------
John Latimer at Lebanon Daily News reports that an attorney for
Lebanon Landmarks, Inc, owner William Kolovani has asked the
permission of the Hon. Mary D. France of the U.S. Bankruptcy Court
for the Middle District Court of Pennsylvania to use cash
collateral.

According to Lebanon Daily, Judge France gave Mr. Kolovani a 60-
day extension, allowing him to operate the farmers' market and the
upscale Niko's Restaurant located on the third floor of the
landmark market building at 35 S. Eighth St.  Lebanon Daily
relates that Judge France removed a stay that had blocked the
foreclosure on Kolovani and Co., his men's and women's clothing
store at 816-818 Cumberland St.

Lebanon Daily states that Mr. Kolovani's restructuring plan
involves:

     -- his property holdings, which include a vacant commercial
        property next to the clothing stores;

     -- the former farmers' market and several apartments
        buildings in the first block of North Ninth Street; and

     -- office buildings at 136 S. Eighth St. and 728 Walnut St.,
        the latter of which is leased by the Lebanon Valley
        Chamber of Commerce.

Mr. Kolovani, according to Lebanon Daily, said that he was hoping
the court would give him six months to run the restaurant and
market while he tries to sell some or all of his properties.  "We
are still attempting to sell the balance of the other properties,
and we would even consider selling the restaurant and the market
if the right offer comes in," the report quoted Mr. Kolovani as
saying.  According to the report, Mr. Kolovani said that he has
received some "lowball offers" for some of his properties, but he
didn't consider them serious ones.

Lebanon Daily relates that no hearing date has been set for the
confirmation of the reorganization plan.  Lebanon Daily notes that
if the plan isn't approved, Mr. Kolovani's holdings would likely
fall into Chapter 7 liquidation.

Lebanon, Pennsylvania-based Lebanon Landmarks, Inc, filed for
Chapter 11 bankruptcy protection on June 5, 2009 (Bankr. M.D. Pa.
Case No. 09-04373).  Robert E. Chernicoff, Esq., at Cunningham and
Chernicoff PC assists the Company in its restructuring efforts.
The Company listed $1,000,001 to $10,000,000 in assets and
$1,000,001 to $10,000,000 in debts.


LEAR CORP: Wants Modification to FRBP Rule 2015.3 Requirements
--------------------------------------------------------------
Lear Corp. and its affiliates ask the Court to modify the
reporting requirements of Rule 2015.3 of the Federal Rules of
Bankruptcy Procedure to excuse them from filing any reports of
each non-debtor affiliate in which any of the Debtors hold a
controlling interest.

Bankruptcy Rule 2015.3(c) presumes that the Debtors have a
controlling interest when the estate owns or controls at least a
20% interest in an entity.

The Debtors assert that the facts and circumstances of their
Chapter 11 cases and their existing disclosure requirements
provide ample cause to excuse them from the requirements of Rule
2015.3(a):

  (i) The Debtors and their non-debtor affiliates comprise a
      public company and have extensive public reporting
      obligations in the United States and elsewhere.  The
      Debtors are required to file periodic reports with the SEC
      pursuant to the Securities Exchange Act of 1934;

(ii) Filing the reports required by Bankruptcy Rule 2015.3(a)
      for the Joint Ventures and the Debtors' other foreign and
      U.S. Non-Filing Entities would force the Debtors to
      disclose confidential proprietary information and
      potentially cause significant harm to the Non-Filing
      Entities;

(iii) Preparing the comprehensive reports contemplated by
      Bankruptcy Rule 2015.3 would be unduly burdensome and
      would divert necessary resources away from the Debtors'
      efforts to emerge from the Chapter 11 Cases on an
      expedited basis; and

(iv) The Debtors have worked, and intend to continue to work,
      closely and cooperatively with the Official Committee of
      Unsecured Creditors, the U.S. Trustee and other parties-
      in-interest in the Chapter 11 Cases that are bound by
      confidentiality agreements.

Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Non-Filing Entities in which the Debtors have a
controlling interest consist of certain of their joint ventures
and foreign and domestic affiliates.  He adds that the Debtors
and their non-debtor affiliates comprise approximately 150
different legal entities.  Of these entities, 24 have filed for
Chapter 11.

According to Mr. Kieselstein, approximately 31 of the Non-Filing
Entities are joint ventures.  He relates that the Debtors hold at
least a 20% interest in all but one of the Joint Ventures, which
would make them subject to the reporting requirements of
Bankruptcy Rule 2015.3(a).

In addition to the Joint Ventures, the Debtors have interests in
approximately 88 foreign Non-Filing Entities and approximately
seven U.S. Non-Filing Entities through which they maintain
operations in 36 countries and at over 200 facilities.  The
Debtors relate that they maintain at least a 20-percent interest
in all of these Non-Filing Entities.  As with the Joint Ventures,
the Debtors have historically disclosed material non-proprietary
and non-confidential information concerning these Non-Filing
Entities in filings with the SEC.

"The Bankruptcy Rule 2015.3(a) reporting requirements are
duplicative of the Debtors' existing reporting obligations," Mr.
Kieselstein tells the Court.  "Further, as applied to the facts
of the Chapter 11 Cases here, which involve a U.S. public company
with over 100 entities worldwide and operations in 36 countries,
the reporting requirements are unduly burdensome," he adds.

In a declaration filed with the Court, Matthew J. Simoncini,
senior vice president and chief financial officer of Lear
Corporation, avers that the information that has been or will be
disclosed pursuant to current reporting obligations should allow
any interested party access to adequate information regarding the
Debtors' businesses, including the Debtors' non-debtor
affiliates.  He adds that strict compliance with Bankruptcy Rule
2015.3's reporting requirements would not produce additional
information of material value to interested parties, but rather
likely would force the improper disclosure of proprietary
information regarding the Debtors' non-debtor affiliates and
divert necessary resources from the Debtors' restructuring
efforts.

Mr. Simoncini says permitting the Debtors to respond to specific
information requests, rather than requiring them to prepare the
detailed reports on all of their non-debtor affiliates will allow
the Debtors to focus their efforts and resources on confirming
and consummating a chapter 11 plan and will assist the Debtors'
prompt exit from chapter 11.

                         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)


LEE LAND DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lee Land Development, Inc.
        Post Office Box 553
        Springville, AL 35146

Bankruptcy Case No.: 09-42410

Chapter 11 Petition Date: August 17, 2009

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

Judge: James J. Robinson

Debtor's Counsel: Harry P. Long, Esq.
                  PO Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  Email: hlonglegal@aol.com

Total Assets: $4,575,600

Total Debts: $2,999,754

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

            http://bankrupt.com/misc/alnb09-42410.pdf

The petition was signed Karen Melvin, president of the Company.


LEHMAN BROTHERS: Australia-Based Hyro Settles With Liquidators
--------------------------------------------------------------
Hyro Limited said in a statement it has discharged its
AU$20,000,000 convertible note and associated interest
obligations, after reaching a settlement with the liquidators of
Lehman Brothers Commercial Corporation Asia Limited, the
liquidators of Lehman Brothers Asia Holdings Limited and the
administrators of Lehman Brothers International (Europe)
which includes release of all fixed and floating charges over
Hyro's business.

Hyro had previously reached a binding agreement with the
liquidators of LBCCAL in October 2008.

Disagreement emerged, however, between KPMG, as liquidators of
Hong Kong-based LBCCAL, and PriceWaterhouseCoopers, as
administrators of UK-based LBIE, over which Lehman Brothers entity
was the legal and beneficial owner of the convertible notes.

The settlement positions Hyro to move forward with its plans for
pursuing growth opportunities in the digital services market.

Hyro Chairman, Rob Clarke said "This transaction is the
culmination of a sustained negotiation led by Hyro CEO, Bill
Votsaris.  The reduction in debt leaves Hyro in a significantly
better position to execute its growth strategy in one of the
fastest growing and commercially important industries in Australia
and Asia."

"We are glad to have brought the negotiations to a successful
conclusion," says Hyro CEO, Bill Votsaris.  "By agreeing to move
to an equity position, the administrators of Lehman Brothers
International (Europe) have given the company a significant vote
of confidence. We are very happy to have Lehman Brothers on our
share register."

"We started 2009 with a clear vision for Hyro as Australia's only,
truly native digital services company, capable of providing
enterprise clients with customer experience, technology and
managed services.  Finalising our equity deal with Lehman Brothers
has removed the constraints we've had in putting our growth plans
into action," Votsaris said.

Pursuant to the settlement, Hyro is released from all current and
future liabilities with respect to the convertible notes, with the
effect that:

     * Repayment of the AU$20 million of convertible notes is no
       longer required;

     * Interest totalling AU$4.125 million (being AU$3.7 million
       current and AU$425,000 future interest) no longer needs to
       be paid; and

     * The fixed and floating charges over the Hyro group of
       companies have been removed.

In return for these agreed terms, Hyro has provided:

      * Cash payment of AU$1.2 million; and

      * An allocation of 107,000,000 fully paid ordinary shares in
        Hyro Limited to LBIE.

This allocation, made on August 6th, ensured that the total number
of shares issued to the administrators of LBIE was roughly 17% of
Hyro's post dilution share capital.

Founded in 1994, Hyro is Australia's oldest Digital Services
company.  Hyro provides digital, technical and managed services to
the enterprise and government sectors across Australia, New
Zealand and Asia.  This end-to-end capability uniquely positions
Hyro in the Australian marketplace with its ability to understand
the issues in transforming innovative business strategies
and creative concepts into working technical solutions.

                      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)


LEXINGTON PRECISION: May Incur Debt to Pay Insurance Premiums
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Lexington Precision Corporation and Lexington Rubber
Group, Inc. permission to incur secured debt in the amount of
$623,854 from Westfield Bank, FSB for the purpose of financing
premiums for their workmen's compensation liability, employment
practices liability, fiduciary, crime & kidnap & ransom liability,
umbrella liability, and excess umbrella liability policies.

As reported in the TCR on July 23, 2009, the Debtors' insurance
policies expired on July 1, 2009, but have been renewed.

The $623,854 secured debt represents 75% of the $830,000 insurance
premium under the renewal policies.  As security, Westfield will
be granted a security interest in the policies which will extend
to all unearned insurance premiums which may become payable under
the policies and loss payments which reduce the unearned insurance
premiums subject to any mortgagee or loss payee interests.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LEXINGTON PRECISION: Wants to Use Cash Collateral Until Nov. 20
---------------------------------------------------------------
Lexington Precision Corporation and Lexington Rubber Group, Inc.
ask the U.S. Bankruptcy Court for the Southern District of New
York for permission to continue using cash collateral of the
prepetition senior lenders through the earlier of either November
20, 2009, or until the occurrence of a "termination event."

Unless extended by the Court, pursuant to the Court's third cash
collateral order dated May 20, 2009, the Debtor's authority to use
cash collateral of the prepetition senior lenders expires on
August 21, 2009.

The Debtors will use cash collateral for (a) working capital and
capital expenditures, (b) other general corporate purposes of the
Debtors, and (c) the costs of administration of the bankruptcy
cases, in accordance with a budget.

The prepetition senior lenders are:

   -- CapitalSource Finance LLC, as lender and revolver agent for
      itself and other lenders, and co-documentation agent, and
      Webster Business Credit Corporation, as lender and co-
      dumentation agent under that certain Credit and Security
      Agreement, dated May 31, 2006.

   -- CSE Mortgage LLC, as lender and collateral agent for itself
      and each other lender, and DMD Special Situations Funding
      LLC, as lender under that certain Loan and Security
      Agreement, dated May 31, 2006.

As adequate protection, the prepetition senior lenders will be
granted (a) continued replacement security interests upon all of
the Debtors' assets, (b) first priority security interests in all
unencumbered assets of the Debtors, and (c) liens on all
encumbered assets that were not otherwise subject to the
prepetition senior lenders' liens as of the commencement date.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LINEAR TECHNOLOGY: To Pay CEO Maier $405,000 Annual Salary
----------------------------------------------------------
Linear Technology Corporation on August 11, 2009, entered into an
Employment Agreement with its Chief Executive Officer, Lothar
Maier.  The Agreement -- along with the Confidential Information
and Invention Assignment Agreement, and the indemnification
agreement previously entered into between the Company and Mr.
Maier -- supersede and replace any and all prior agreements and
understandings concerning Mr. Maier's employment relationship with
the Company.

The terms of the Agreement are:

     -- While employed by the Company, Mr. Maier will receive a
        base salary at an annual rate of $405,000.  The Base
        Salary will be reviewed annually by the Compensation
        Committee of the Company's Board of Directors for possible
        adjustment.

     -- Mr. Maier will be eligible to earn a target bonus under
        the Company's 1996 Senior Executive Bonus Plan as
        specified annually by the Committee and will also be
        eligible to participate in the Company's Key Employee
        Incentive Bonus Plan.

     -- During his employment, Mr. Maier is eligible to
        participate in the employee benefits plans maintained by
        the Company that are applicable to other senior management
        of the Company to the full extent provided for by the
        plans.

     -- If, at any time prior to a Change of Control, Mr. Maier's
        employment with the Company terminates due to a voluntary
        termination for Good Reason or an involuntary termination
        by the Company other than for Cause, then, subject to Mr.
        Maier signing and not revoking a mutual release of claims
        with the Company, and subject to Mr. Maier's compliance
        with the provisions of the Agreement -- including
        continued compliance with the terms of the Confidential
        Information and Invention Assignment Agreement and a
        12-month non-solicit provision: (i) all of Mr. Maier's
        Company stock options, restricted stock and other equity
        awards will immediately vest as to 75% of the then
        unvested amount of such awards, (ii) Mr. Maier will
        receive continued payment of severance pay for 12 months
        at a rate equal to his Base Salary as in effect on the
        date of termination, plus the average bonus paid to Mr.
        Maier for the two 12 month bonus periods prior to the date
        of the termination, and (iii) if Mr. Maier elects
        continuation coverage pursuant to COBRA for himself and
        his covered dependents, the Company will reimburse Mr.
        Maier for the COBRA premiums for the coverage for the
        lesser of (A) 18 months, or (B) the date upon which Mr.
        Maier and his covered dependents are covered by similar
        plans of Mr. Maier's new employer.

     -- If Mr. Maier's employment terminates and the termination
        is due to a voluntary termination -- other than for Good
        Reason -- for Cause, or due to Mr. Maier's Disability,
        then (i) all payments of compensation to Mr. Maier will
        terminate (except as to amounts already earned), and (ii)
        all vesting of Mr. Maier's Company stock options,
        restricted stock and other equity awards will terminate
        immediately.

     -- If Mr. Maier's employment terminates due to his death,
        then (i) all payments of compensation to Mr. Maier will
        terminate (except as to amounts already earned), and (ii)
        all vesting of Mr. Maier's Company stock options,
        restricted stock and other equity awards will immediately
        accelerate as to 50% of the then unvested portion of such
        awards, and all subsequent vesting of Mr. Maier's stock
        options, restricted stock and other equity awards will
        terminate immediately.

     -- In the event of a Change of Control, Mr. Maier will
        receive all of the benefits described above in the
        paragraph titled "Severance Prior to a Change of Control",
        provided that the Severance Payment will be payable in a
        lump-sum within five (5) days following the Change of
        Control and the COBRA coverage will be extended to Mr.
        Maier upon any subsequent termination of his employment,
        regardless if such termination is for Cause or for Good
        Reason.  If Mr. Maier's tenure as the Company's Chief
        Executive Officer terminates following a Change of
        Control, Mr. Maier will not be entitled to any additional
        compensation.

Linear Technology Corporation designs, manufactures and markets a
broad line of standard high performance linear integrated
circuits.  The Company's products include high performance
amplifiers, comparators, voltage references, monolithic filters,
linear regulators, DC-DC converters, battery chargers, data
converters, communications interface circuits, RF signal
conditioning circuits, uModuleTM products, and many other analog
functions.

As of June 30, 2009, the Company had $1,421,529,000 in total
assets and $1,688,131,000 in total liabilities, resulting in
$266,602,000 in stockholders' deficit.


LIZ CLAIBORNE: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York-based Liz Claiborne Inc. to 'B' from 'BB-'.
The outlook is negative.

S&P also lowered the senior unsecured debt rating to 'B-'.  The
recovery rating remains '5', indicating S&P's expectation of
modest (10% to 30%) recovery in the event of a payment default.
As of July 4, 2009, Liz Claiborne had about $1.6 billion of debt
outstanding (including capitalized operating leases).

At the same time, Standard & Poor's assigned its 'B-' rating to
Liz Claiborne's $90 million 6% convertible notes due 2014, with a
recovery rating of '5', indicating the expectation of modest (10%
to 30%) recovery in the event of a payment default.  Net proceeds
from the issuance were used to reduce borrowings under the
company's $600 million asset based credit facility.

The downgrade reflects the continued poor operating performance in
the second quarter and S&P's expectation that such weak
performance will continue for the remainder of fiscal 2009 and
that operating results will not begin to improve until the first
or second quarter of fiscal 2010.  The recession, a difficult
retail environment, and a decline in consumer spending have
affected all segments of the company, which is geared, for the
most part, to the better and premium markets.  Although, the
company continues to take cost reduction actions-and selling,
general, and administrative expenses have declined in absolute
terms and inventory levels are lower-this has not been sufficient
to offset the declines in revenues and gross profits in all
segments of the company's operations.

The ratings on Liz Claiborne reflect its highly leveraged
financial profile; participation in the highly competitive and
inherently cyclical apparel industry; the fashion risk associated
with its product portfolio; sourcing concentration; and the
extremely challenging economic and retail environment.  Key rating
concerns include execution risk associated with the company's
relatively new business focus on four key brands (Juicy Couture,
Lucky Brands, MEXX, and Kate Spade) with increased emphasis on
company-owned retail operations, especially given the current very
weak retail environment and limited consumer discretionary
spending, as well as S&P's expectation that the operating
environment will remain difficult for Liz Claiborne in the near
term.

Liz Claiborne is one of the larger women's apparel companies in
the U.S., with about $3.4 billion in revenues for the 12 months
ended July 4, 2009.  In recent years the company has added faster-
growing and higher-margined contemporary lifestyle brands to its
portfolio, including Juicy Couture, Lucky Brands, MEXX, and Kate
Spade, which are positioned more toward the better and premium
market segments.  The company's brand portfolio also includes
well-recognized names such as Liz Claiborne, Monet, and DKNY.  In
2007, the company embarked on a new strategy with a more branded
focus and as part of its strategic review, the company sold,
exited and/or discontinued non-core businesses (including all of
its moderate brands).  Although the company has pruned its
portfolio of lower-margined businesses, with a difficult retail
environment, the company's revenues and margins have been
negatively affected by a more promotional retail environment and
in S&P's opinion a more "value-oriented" consumer.

Liz Claiborne's operating performance and credit measures will
remain challenged in the near term, given the weak retail
environment and S&P's expectations that revenues will continue to
decline in the second half of the year at about the same pace as
the first half of the year (in the 15% to 25% range).  Although
S&P expects the company will reduce debt with cash flow, S&P could
lower the ratings if the company operating performance continues
to decline and there is a 200 basis point decrease in margins.  In
addition, if the company does not remain in compliance with its
covenants under the credit facility, S&P could lower the rating.
If the company can successfully execute its turnaround strategy
and improve credit measures, including reducing leverage to the
5.5x area, S&P could revise the outlook to stable; however, this
is unlikely in the near-term.


LOURDES HARVILLE: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lourdes Celeste Harville
        27 Deer Run
        Cross Plains, TN 37049

Bankruptcy Case No.: 09-09330

Chapter 11 Petition Date: August 17, 2009

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

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $3,549,270

Total Debts: $360,370

A full-text copy of Ms. Harville's petition, including a list of
her 15 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/tnmb09-09330.pdf

The petition was signed Ms. Harville.


MAGNA ENTERTAINMENT: Creditors Get Nod to Sue Chairman
------------------------------------------------------
According to Michael Bathon at Bloomberg news, the official
committee of unsecured creditors in Magna Entertainment Corp.'s
cases won approval from Judge Mary Walrath to sue Frank Stronach,
the Company's chairman and founder, over loans they claim were
wrongfully secured to prop up the bankrupt horse-track owner.
The Committee also obtained approval to sue current and former
company directors of Magna.

The Committee, the report relates argued Mr. Stronach and the
directors saddled Magna with more than $481 million in secured
loans since 2004.  Its complaint seeks to demote the claims of
companies controlled by Mr. Stronach that loaned money to Magna.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MEADWESTVACO CORPORATION: Moody's Puts 'Ba1' Rating on Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to MeadWestvaco
Corporation's proposed new $250 million senior unsecured notes due
2019.  The rating outlook is stable.

The net proceeds from MWV's notes offering will be used to tender
for a portion of the company's 6.85% notes due 2012.  The new
notes will be unsecured and will rank equally in right of payment
with all of the company's existing and future senior unsecured
indebtedness.

MWV's Ba1 rating reflects the company's significant position in
the consumer packaging markets and the very stable profit margins
that result.  The company has very strong committed liquidity
arrangements, with minimal near term debt maturities and a fully
funded pension plan that is not expected to diminish cash flow.
The company's credit profile also benefits from the company's
timberland position which provides some backward integration to
fiber while also providing an additional source of liquidity
should it be required.  Offsetting these strengths are the impacts
of a highly competitive market, a challenging economic environment
and volatile input costs that may constrain projected margin
expansion and free cash flow generation.  Credit challenges also
include the company's tendency to pay a large dividend.

The SGL-1 speculative grade liquidity rating indicates MWV has
very good liquidity supported by a substantial cash balance, a
substantial committed credit facility that is un-drawn, no near
term expectation of covenant compliance problems, and no
significant near term cash requirements for debt maturities or
pension funding that would be drains on cash flow.  The liquidity
rating is also supported by the company's timberland holdings that
can be sold to augment liquidity.

The stable outlook reflects that MWV's margins and credit
protection metrics are expected to be consistent with the current
rating.  Moody's expect that MWV will continue to maintain a
strong liquidity position, and will continue to explore
opportunities to improve its margins on a sustained basis without
pressuring its balance sheet or liquidity profile.

Assignments:

Issuer: MeadWestvaco Corporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned 54 - LGD4
     to Ba1

Moody's last rating action was on July 28, 2008, when Moody's
affirmed MWV's Ba1 ratings and upgraded the ratings of
approximately $125 million of defeased revenue bonds to A3.

Headquartered in Richmond, Virginia, MeadWestvaco Corporation is a
global packaging company that delivers products to companies in
the food and beverage, media and entertainment, personal care,
home and garden, cosmetic and healthcare industries.  The company
also operates a consumer and office products business, a specialty
chemicals business and a land management business.  Operations are
located in more than 30 countries.


MEDIACOM COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for Mediacom
Communications Corporation and its wholly owned subsidiaries
Mediacom LLC and Mediacom Broadband LLC at 'B'.

In addition, Fitch rates LLC's debt issuance:

  -- 9.125% senior notes due 2019 'B-/RR5'.

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

  -- $300 million Senior secured term loan D 'BB/RR1'.

Approximately $3.4 billion of debt as of June 30, 2009 is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

Fitch's rating action follows LLC's announcement that the company
launched a cash tender offer for any and all of its 9.5% senior
notes due 2013 and their 7.875% senior notes due 2011.  The total
amount outstanding under the notes is $625 million as of June 30,
2009.  The tender will be financed through a $350 million issuance
of LLC's 9.125% senior notes due August 2019 and proceeds received
from a new $300 million term loan D.  The term loan is expected to
be secured in a similar manner as the existing LLC credit facility
and have the same covenant package including the 6.0 times (x)
total leverage covenant at the borrower level of LLC's capital
structure.  From Fitch's perspective the tender offer and the new
financing is a positive for MCCC's overall credit profile.  While
debt levels remain relatively constant through the debt tender
process, the refinancing extends LLC's maturity profile.  However
the issuance of term loan D increases the proportion of secured
debt within LLC's debt structure to over 77% (pro forma) versus
59% as of June 30, 2009, limiting the amount of incremental
secured debt LLC can incur at the 'RR1' recovery rating.

Overall Fitch's ratings for Mediacom reflect the company's high
leverage relative to its peer group.  While acknowledging the
positive operational momentum experienced during the first half of
2009, MCCC's service penetration levels and ARPU profile continue
to trail industry leaders as well as comparable rural orientated
cable operators.

Fitch anticipates that MCCC's credit profile will strengthen
within the current ratings category during the course of 2009 as
modest EBITDA growth coupled with reduced capital expenditures is
expected to yield positive free cash flow (defined as cash flow
from operations less capital expenditures) during 2009.  During
the first half of 2009 MCCC generated approximately $58.2 million
of free cash flow.  Fitch believes that MCCC will use the free
cash flow generation during 2009 to retire approximately
$64 million of scheduled amortization from MCCC's subsidiary
credit facilities during the remainder of 2009 resulting in
moderate de-leveraging of the company's balance sheet.  Total debt
outstanding as of June 30, 2009 increased $54 million relative to
year end 2008 to $3.37 billion.  However EBITDA growth experienced
during the first half of 2009 has lowered MCCC's leverage metric
to 6.38x as of the LTM period ended June 30, 2009, reflecting a
modest improvement from 6.48x as of year end 2008.  The
incremental debt was used in part to fund the stock repurchase
from affiliates of Morris Communications Company, LLC.  By year
end 2009 Fitch expects that MCCC's leverage metric will improve to
6.2x.

Mediacom's ratings are supported by a stable liquidity position,
the key to which is the available borrowing capacity from its
subsidiary credit facilities, which in aggregate totalled
approximately $611.3 million as of June 30, 2009.  The remaining
borrowing capacity from the revolvers combined with anticipated
free cash flow generation should, in Fitch's opinion, provide
sufficient flexibility to meet to meet Mediacom's liquidity
requirements during the ratings horizon, including approximately
$187 million of credit facility amortization scheduled during the
remainder of 2009 and 2010.  Fitch notes that approximately
$53 million of the company's available borrowing capacity from its
revolver will expire on March 31, 2010, and the remaining capacity
is set to expire during 2011 and 2012.

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

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

Fitch has affirmed these ratings with a Stable Outlook:

Mediacom Communications Corporation

  -- IDR at 'B'.

Mediacom Broadband LLC

  -- IDR at 'B';
  -- Senior unsecured 'B-/RR5'.

Mediacom LLC

  -- IDR at 'B';
  -- Senior unsecured 'B-/RR5'.

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

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

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

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

Fitch has assigned these new ratings:

Mediacom LLC

  -- Senior unsecured notes due 2019 'B-/RR5.

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

  -- Senior secured term loan D 'BB/RR1'.


MEDICAL CAPITAL: Seeks Court Permission to File for Ch 11
---------------------------------------------------------
OCRegister.com reports that Medical Capital Holdings officers have
asked U.S. District Judge David O. Carter to let the Company file
for Chapter 11 bankruptcy protection, to oust court-appointed
receiver Thomas Seaman.

OCRegister.com states that Judge Carter was supposed to decide
Monday whether to appoint a permanent receiver, but attorneys for
Medical Capital CEO Sidney M. Field and President Joseph J.
Lampariello filed papers on Sunday afternoon, asking the judge to
let the Company file a Chapter 11 bankruptcy reorganization.  "The
receiver has already caused a lot of problems with this estate by
precipitously shutting it down," the report quoted attorney Alan
A. Greenberg as saying.

According to OCRegister.com, Judge Carter said that he probably
would refuse, but he gave Medical Capital and the U.S. Securities
and Exchange Commission a week to make their cases.

OCRegister.com relates that the SEC filed a lawsuit against
Medical Capital in July 2008, alleging that the Company defrauded
investors of at least $18.5 million.  Judge Carter, says the
report, appointed Mr. Seaman as temporary receiver for the Company
on August 3.

Judge Carter, according to OCRegister.com, told Mr. Seaman and
Wells Fargo Bank's lawyers to stay in the courthouse and try to
resolve a fight over money.  OCRegister.com says that Wells Fargo
is trustee for two of Medical Capital's six investor funds and it
wants those two funds -- which total $510 million in principal --
taken away from Mr. Seaman.  The report states that Judge Carter
ordered them to return to his courtroom at 7 p.m. on August 17.

OCRegister.com says that Judge Carter had warned the Wells Fargo
attorneys to make a deal before the nighttime court session.

Mr. Seaman, OCRegister.com relates, said that he needs the money
to preserve Medical Capital assets.  Citing Mr. Seaman, the report
says that power will be shut off at one of those assets, medical
isotope maker Trace Life Sciences.  According to the report,
another asset is a shuttered hospital in Atlanta.

Medical Capital Holdings is a healthcare finance company in
California.


METALDYNE CORP: Minority Lender Couldn't Block Credit Bidding
-------------------------------------------------------------
WestLaw reports that a provision in a credit agreement prohibiting
any modifications or amendments thereto without the consent of all
participating lenders did not give a dissenting lender the right
to prevent the collateral agent whom it had irrevocably appointed
to act on its behalf, and to exercise "any and all rights afforded
to a secured party under the Uniform Commercial Code or other
applicable law," from credit bidding the amount of the collateral
in connection with an auction sale of Chapter 11 debtors' assets
outside the ordinary course of business.  The sale through a
credit bid did not involve or require amendment or modification of
the loan documents, so that unanimous consent among lenders was
not required, and a dissenting lender which held approximately
$3.5 million of the debtors' total $425 million in prepetition
secured term debt could not prevent the collateral agent from
credit bidding the amount of the collateral in accordance with the
instructions of 97% of the prepetition term lenders.  In re
Metaldyne Corp., --- B.R. ----, 2009 WL 2475198 (Bankr. S.D.N.Y.)
(Glenn, J.).

Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations.  Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts.  Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent.  A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor.  For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the company had assets of approximately
US$977 million and liabilities of US$927 million.  Judge Glenn
approved the sale of substantially all assets to Carlyle Group
earlier this month for approximately $496.5 million.


METRO-GOLDWYN-MAYER: Taps Turnaround Expert Stephen Cooper
----------------------------------------------------------
Metro-Goldwyn-Mayer Inc. reported the formation of the Office of
the CEO. Mary Parent, Chairperson for Worldwide Motion Picture
Group, and Bedi A. Singh, President, Finance and Administration &
Chief Financial Officer, have been named members of the Office of
the CEO.  Ms. Parent and Mr. Singh are joined by Stephen F.
Cooper, who has been appointed Vice Chairman and member of the
Office of the CEO.  The Office of the CEO will report to the Board
of Directors.

Peter Lattman and Lauren A. E. Schuker at The Wall Street Journal
relate that MGM's owners -- Providence Equity Partners, TPG,
Comcast Corp., and Sony Corp. -- signaled the failure of its
highly levered 2004 takeover on Tuesday.  The report says that MGM
is struggling with a dormant film business and a crippling debt
load.  To help restructure the company, MGM's owners recruited Mr.
Cooper, a corporate turnaround specialist known for parachuting
into troubled companies including Enron and KrispyKreme.

MGM also said that Harry E. Sloan, current Chairman of the Board
and CEO, will continue with the company as Chairman.

The Board of Directors said, "Both Mary and Bedi have demonstrated
strong leadership during their respective tenures at MGM, and we
are confident in their ability to ensure the Company continues to
aggressively pursue its business objectives.  We welcome Steve,
who brings unique expertise working with a wide variety of
companies to improve their financial position.  This leadership
team offers MGM the ideal combination of talent to best position
the company for the long term: industry experience, management
continuity and the addition of a proven professional with
expertise in strengthening capital structures.  We look forward to
working together to maximize MGM's long-term value."

The Board stated, "Since he joined MGM in October 2005, Harry has
been responsible for substantially growing MGM's existing
businesses and leading its expansion into new areas.  He has
driven important initiatives such as developing our distribution
relationship with Fox, reinvigorating MGM's movie production
efforts, launching Epix together with Viacom and Lions Gate
Entertainment, relaunching the United Artists brand with new
films, rebuilding MGM's worldwide television distribution, and
building other ancillary growth businesses.  We are pleased that
Harry will serve as Chairman and that MGM will continue to benefit
from his contributions."

Mr. Sloan said, "We have made important progress building MGM's
operations and executing significant growth initiatives over the
last four years.  MGM can now draw from the excellent team we have
assembled and attract top talent such as Steve Cooper to help lead
the company through its next phase.  As an investor, I firmly
believe that the team will work to bolster MGM's operational and
financial strengths during this challenging macroenvironment."

Ms. Parent was appointed Chairperson of MGM's Worldwide Motion
Picture Group in March 2008 and has driven MGM's reinvigorated
production efforts.  Mr. Singh, who joined MGM in May 2008, has
extensive worldwide entertainment industry and financial
management experience.  In addition to their responsibilities as
members of the Office of CEO, Ms. Parent and Mr. Singh will
continue to perform the duties expected of them in their current
roles.

Mr. Cooper has more than 30 years of experience and a demonstrated
track record of working with companies' key stakeholders to
preserve and build value. His primary responsibility as Vice
Chairman and member of the Office of the CEO will be to lead MGM's
efforts to evaluate alternatives to improve its balance sheet.

The new leadership team looks forward to completing MGM's new
production slate, which includes the upcoming release of Fame on
September 25, as well as The Cabin In The Woods on February 5,
2010; Hot Tub Time Machine on February 26, 2010; Red Dawn on
September 24, 2010; The Zookeeper starring Kevin James on October
8, 2010; and Poltergeist on November 24, 2010.  The new iteration
of the long-running television franchise Stargate Universe
launches on the Syfy Channel on October 2.  MGM co-owns and will
co-produce The Hobbit with executive producers Peter Jackson and
Fran Walsh and New Line Cinema.  MGM will also release the next
installment of the James Bond series, which will be produced by
Michael G. Wilson and Barbara Broccoli of EON Productions Ltd.

According to The Journal, debt payments have made it difficult for
MGM to finance new film projects, which it needs to create sources
of revenue.  The report says that MGM will release only one movie
this year, a remake of the musical "Fame."  The Journal relates
that MGM has $3.7 billion in debt, with a $250 million credit
facility at J.P. Morgan Chase & Co. that matures in April 2010.
The report states that other debt comes due in 2012, and interest
payments are about $250 million a year.

Metro-Goldwyn-Mayer, Inc., is an independent, privately-held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium comprised of Providence Equity Partners,
TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said May 22 that Metro-Goldwyn-Mayer
hired Moelis & Co. to help refinance $3.7 billion debt and was in
talks with a steering committee of 140 creditors led by JPMorgan
Chase & Co. as part of the process.  Sue Zeidler at Reuters said
the studio "was exploring options for optimizing its capital
structure and has begun talks with a steering committee of its
lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MILLER PETROLEUM: Posts $8MM Net Loss in FY Ended April 30
----------------------------------------------------------
Miller Petroleum Inc. reported a net income of $8.35 million for
the fiscal year ended April 30, 2009, compared with a net loss of
$2.43 million for the same period in 2008.

At April 30, 2009, the Company's balance sheet showed total assets
of $9.94 million, total liabilities of $2.72 million and
stockholders' equity of $7.22 million.

As of April 30, 2009, the Cmpany had a working capital deficit of
$370,811.

In July 30, 2009, Sherb & Co., LLP, in New York City expressed
substantial doubt about Miller Petroleum Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for fiscal year ended April 30, 2009.  The auditor
noted that the Company incurred recurring operating losses and
will have to obtain additional financing to sustain operations

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?421e

Headquartered in Huntsville, Tennessee, Miller Petroleum Inc.
(OTC BB: MILL.OB) -- http://www.millerpetroleum.com/-- is
engaged in the exploration, development, production and
acquisition of crude oil and natural gas primarily in eastern
Tennessee.


MOTTCAR ENTERTAINMENT: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Mottcar Entertainment, LLC
        2301 Airport Thruway, Suite B
        Columbus, GA 31904

Bankruptcy Case No.: 09-40978

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  P.O. Box 1846
                  Columbus, GA 31902
                  Tel: (706) 324-3448
                  Fax: (706) 327-3958
                  Email: sggunby@bellsouth.net

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

              http://bankrupt.com/misc/gamb09-40978.pdf

The petition was signed Chana Mott, manager of the Company.


NATIONAL CONSUMER COOP: Has Lenders' Forbearance Until Nov. 16
--------------------------------------------------------------
The National Consumer Cooperative Bank and its wholly owned
subsidiary NCB Financial Corporation, as guarantor, on August 14,
2009, entered into a Noteholder Forbearance Agreement with the
holders of its 8.50% Senior Notes due December 28, 2009 and the
holders of its 8.50% Senior Notes due December 15, 2010.  Also, on
August 14, 2009, NCB entered into a Forbearance Agreement with
respect to its May 1, 2006 revolving credit facility with a
syndicate of banks, with SunTrust Bank as administrative agent.

The Forbearance Agreements were entered into as a result of NCB's
default under its senior notes purchase agreement and its
revolving credit facility due to a violation of certain financial
covenants because of increased loan loss provisions and charge-
off's principally related to a small number of borrowers
experiencing pronounced financial difficulties, including several
borrowers which have filed for bankruptcy.  The Forbearance
Agreements were entered into under customary terms and conditions,
including the suspension of the need for NCB to comply with
certain financial covenants for the duration of the forbearance
period.

Other provisions in the Forbearance Agreements include:

    * a forbearance period that will expire on November 16, 2009
      under the senior note purchase agreement and the revolving
      credit facility by each of the counterparties under those
      instruments.

    * agreement by NCB to a minimum liquidity covenant during the
      duration of the forbearance period.

    * the insertion of a revised asset quality target for NCB's
      loan portfolio.

    * agreement by NCB that certain yield maintenance amounts on
      account of the notes due 2009 and the notes due 2010 will be
      added to the principal balances thereof, and will be payable
      at maturity.  The aggregate yield maintenance amount is
      approximately $6.8 million.

    * an increase in the rates of interest to 300 basis points
      over the current rate for the senior note purchase agreement
      and 200 points over the base rate for the revolving credit
      facility.  Prior to the interest rate increases, the
      interest rate for the senior note purchase agreement was
      fixed at 8.5% and the revolving credit facility was LIBOR
      plus 3.5% or prime (base rate) plus 1.0% as of June 30,
      2009.

    * the payment of a forbearance fee of 25 basis points of the
      aggregate outstanding principal amount of the senior notes
      and the aggregate principal amount outstanding of the
      revolving credit facility.  Total forbearance fees are
      approximately $0.7 million.

The National Consumer Cooperative Bank, which does business as NCB
(Bank), is a financial institution.  The Company principally
provides financial services to eligible cooperative enterprises or
enterprises controlled by eligible cooperatives.  A cooperative
enterprise is an organization, which is owned by its members and
which is engaged in producing or furnishing goods, services, or
facilities for the benefit of its members or voting stockholders
who are the ultimate consumers or primary producers of such goods,
services, or facilities.

The Company had assets of $2,157,708,000 against debts of
$1,943,535 as of June 30, 2009.  A copy of its second quarter
report on Form 10-Q is available for free at:
http://researcharchives.com/t/s?422f


NICHOLS DAIRY: Case Summary 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Nichols Dairy, Inc.
        1536 Willow St
        Canon City, CO 81212-4553

Bankruptcy Case No.: 09-26711

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: jweinman@epitrustee.com

                  William A. Richey, Esq.
                  730 17th St., Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: lkraai@weinmanpc.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

              http://bankrupt.com/misc/cob09-26711.pdf

The petition was signed by Richard A. Nichols, president of the
Company.


OPUS WEST: Three Affiliates' Schedules Of Assets & Debts
--------------------------------------------------------
Three debtor-affiliates of Opus West Corporation reported assets
ranging from $8,000,000 to $35,000,000:

Debtor                             Assets        Liabilities
------                          -----------      -----------
O.W. Commercial, Inc.           $31,315,107      $30,511,282
Opus West Partners, Inc.         12,838,770                0
Opus West Construction Corp.      8,945,701       34,487,207

The three affiliates also filed with the Court their unaudited
Statements of Financial Affairs.

John Greer, authorized representative of the Opus West Entities,
relates that the three Opus West Affiliates  earned income from
operation of their businesses within two years prior to the
Petition Date:

                             Income for         Income for
  Entity                    Jan. to Jun. 9       Year 2008
  ------                   ---------------     ------------
  O.W. Commercial             $5,947,715         $4,845,385
  Opus West Partners          12,835,797         25,165,972
  Opus West Construction      55,641,400        447,034,606

With regard to debts which are not primary consumer debts, OWCI
and OWCC paid an aggregate of $6,981,840 to various creditors
within the 90-day period before they filed for bankruptcy
protection.  Lists of the creditor payments are available for
free at:

            http://bankrupt.com/misc/OWCons3b.pdf
            http://bankrupt.com/misc/OWComml3b.pdf

Within one year immediately preceding the Petition Date, OWCC
paid $1,012,756 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/OWConsInsiders.pdf

OWCI and OWCC were parties to a number of lawsuits, most of which
are pending in various courts of California and Texas.  Lists of
the lawsuits are available for free at:

           http://bankrupt.com/misc/OWCommlSuits.pdf
           http://bankrupt.com/misc/OWConsSuits.pdf

OWCC and OWCI transferred certain properties to various
transferees within two years immediately before the Petition
Date, lists of which are available for free at:

        http://bankrupt.com/misc/OWConsOtherTransfers.pdf
        http://bankrupt.com/misc/OWCommlOtherTransfers.pdf

OWCC closed seven accounts in Bank of America, JP Morgan Chase,
and Wells Fargo, within one year before the Petition Date, a list
of which is available for free at:

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

Within two years immediately preceding the Petition Date, the
Opus West Affiliates' books and records were held by:

  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, the
Opus West Affiliates' books were audited by KPMG LLP.

Mr. Greer discloses that Opus West Corporation is the direct
parent of the Remaining Opus West Entities and 100% ownership of
those Affiliates.

                     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.


ORLEANS HOMEBUILDERS: Amends Wachovia Loan to Address Liquidity
---------------------------------------------------------------
Orleans Homebuilders, Inc., its wholly owned subsidiary, Greenwood
Financial, Inc., and certain affiliates of Greenwood Financial,
Inc., Wachovia Bank, National Association, as administrative
agent, and various other lenders on August 13, 2009, entered into
the Second Amendment to the Second Amended and Restated Revolving
Credit Loan Agreement dated as of September 30, 2008.

The bank amendment was primarily effected to address the Company's
near-term liquidity needs through roughly September 30, 2009,
while providing additional time for the Company to work with its
lending group to attempt to obtain a maturity extension of the
Company's bank credit facility and certain longer-term
modifications to borrowing base availability and other covenants.
The amendment includes modifications to avoid previously scheduled
reductions in borrowing base availability as a result of changes
to the calculations of certain category limitations previously
scheduled for the borrowing base certificate as of July 31, 2009
(due on August 17, 2009); to exclude certain financial letters of
credit that previously reduced net borrowing base availability;
and to postpone the potential negative impact on the borrowing
base of new appraisals of borrowing base assets.

Jeffrey P. Orleans, Chief Executive Officer, stated, "This bank
amendment will provide us with the additional liquidity and
flexibility needed to execute our business plan while we work with
our bank lending group towards the Company's desired bank maturity
extension prior to September 30, 2009."

Garry P. Herdler, Executive Vice President and Chief Financial
Officer, stated, "After the important $75 million debt exchange we
completed on August 3, 2009, this bank amendment to temporarily
improve liquidity through approximately September 30, 2009
provides us with additional time to negotiate a bank maturity
extension prior to the December 20, 2009 maturity date.  We
continue to work constructively with lenders to obtain a bank
maturity extension and other necessary longer-term modifications.
However, there can be no assurance provided that such a maturity
extension will be obtained at all or on acceptable terms, or that
other satisfactory alternatives will be available."

The existing category limitations applicable to the determination
of the net borrowing base availability were adjusted:

     -- The maximum borrowing base availability attributable to
        work-in-progress inventory not subject to a qualifying
        agreement of sale (that is, spec inventory and model home
        inventory) will be maintained at the existing 58% of total
        work-in-process inventory including backlog units (rather
        than otherwise being reduced to 45% for the borrowing base
        certificate as of July 31, 2009); and

     -- The maximum borrowing base availability attributable to
        land under development will be maintained at the existing
        65% of total borrowing base availability (rather than
        otherwise being reduced to 55% for the borrowing base
        certificate as of July 31, 2009), but generally subject to
        a maximum of $235 million prior to September 30, 2009 and
        a maximum of $190 million for any borrowing base
        certificate delivered on or after September 30, 2009.

These changes apply to all borrowing base certificates delivered
before September 30, 2009:

     -- The definition of "borrowing base availability" was
        modified to exclude up to $5.1 million of existing
        financial letters of credit through and including
        September 29, 2009, which improves the Company's liquidity
        by the same amount.  Without this change, all financial
        letters of credit would be deducted when determining the
        borrowing base availability.

     -- The requirements relating to ongoing bank reappraisals of
        borrowing base assets were modified to provide that
        reappraisals of borrowing base assets received by the
        Company after July 8, 2009 are not required to be
        reflected in any borrowing base certificate delivered
        after the effective date of the Amendment and before the
        borrowing base certificate due on October 15, 2009.

     -- The Company's minimum liquidity covenant was amended to
        temporarily reduce the amount of liquidity required to be
        maintained by the Company to not less than $0 through and
        including September 29, 2009.  Thereafter, the minimum
        liquidity requirement remains at not less than
        $10 million.

     -- The additional loan fee under the existing loan agreement
        previously due to lenders on September 15, 2009 was
        postponed until September 30, 2009.  The Company
        anticipates that, if payable, this fee may be as high as
        approximately $12.6 million.

     -- A "change of control" definition was added to the Loan
        Agreement to be consistent with the change of control
        provision in the indenture entered into in connection with
        the $75 million issue of trust preferred securities
        exchange offer consummated on August 3, 2009.  The events
        of default under the Loan Agreement were modified to
        include such a change of control, as is customary in
        credit agreements.  Under the Amendment and the change
        of control provision in the exchange offer for the
        $75 million issue of trust preferred securities, "change
        of control" is defined as the occurrence of one or more of
        the following events: any sale, lease, exchange or other
        transfer (in one transaction or a series of related
        transactions) of all or substantially all of the assets of
        the Company to any person or group of related persons for
        purposes of Section 13(d) of the Exchange Act, together
        with any affiliates thereof, on an arm's-length basis with
        an entity that is not an affiliate of the Company; or any
        person or Group -- other than Jeffrey P. Orleans and his
        affiliates and family or any affiliate of the Company --
        will acquire either by purchase from a Permitted Party or
        from the Company through purchase or merger or otherwise,
        directly or indirectly, beneficially or of record, shares
        representing more than 80% of the issued and outstanding
        equity interests of the Company and more than 50% of the
        aggregate ordinary voting power represented by the issued
        and outstanding equity interests of the Company.

     -- The Company paid a bank amendment fee of $250,000 in
        aggregate to the requisite lenders that approved the
        amendment, as well as certain expenses of the lenders.

The Company believes that the temporary enhancements to liquidity
achieved through the Amendment should meet the Company's liquidity
needs only up to approximately September 30, 2009.  The Company
anticipates that without either an extension of the maturity date
in the Loan Agreement and other related modifications, or an
additional amendment to the Loan Agreement, by September 30, 2009:

    (i) the net borrowing base availability at that time will
        likely be significantly less than the borrowings under the
        Loan Agreement at that time;

   (ii) the Company will be unable to pay the existing additional
        loan fee presently due on September 30, 2009;

  (iii) the Company will violate the minimum liquidity covenant in
        the Loan Agreement at some time between September 30, 2009
        and October 22, 2009; and

   (iv) the Company will not have sufficient liquidity to continue
        its normal operations on approximately September 30, 2009,
        or shortly thereafter.

The Company may need additional amendments to its credit facility
for a variety of reasons prior to September 30, 2009, such as to
provide additional liquidity.

A full-text copy of the Second Amendment is available at no charge
at http://ResearchArchives.com/t/s?4236

                    About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums.  The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers.  The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


ORLEANS HOMEBUILDERS: President & COO Vesey Takes Leave of Absence
------------------------------------------------------------------
Orleans Homebuilders, Inc., said Michael T. Vesey, its President
and Chief Operating Officer, has taken a leave of absence related
to an existing medical condition.  Mr. Vesey previously took a
leave of absence for the same medical condition from November 2007
through February 2008.  As with his previous leave of absence, the
Company is confident that Mr. Vesey's responsibilities will be
carried out effectively by existing management during this
absence.

Jeffrey P. Orleans, the Company's Chairman and Chief Executive
Officer stated, "We wish Mike well during this leave of absence."

                    About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums.  The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers.  The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


PALM DIVERSIFIED: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Palm Diversified Investments, Inc.
        81-162 Fred Waring Drive #103
        Indio, CA 92201

Bankruptcy Case No.: 09-28804

Chapter 11 Petition Date: August 15, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Daniel C. Sever, Esq.
                  41-750 Rancho Las Palmas, Ste N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732
                  Email: dansever@severlegal.com

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

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

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

              http://bankrupt.com/misc/cacb09-28804.pdf

The petition was signed Gary D. Ferguson, president of the
Company.


PARMALAT SPA: ACCC Approves $70 Million Australian Expansion
------------------------------------------------------------
The Australian Competition and Consumer Commission has approved
Parmalat's proposed $70,000,000 purchase of certain dairy assets
held by National Foods Limited, the Australian Food News reported
on June 25, 2009.

Parmalat confirmed on July 27, 2009, that its Australian
subsidiary, Parmalat Food Products Pty, Ltd., completed the
acquisition from National Foods Limited of fresh milk businesses
in New South Wales and South Australia.

Daniel Palmer of AFN said that as a result to the transaction,
Parmalat's presence down under will increase, adding 26% to
Parmalat's revenue from Australian operations.

Among the assets that Parmalat will acquire are 12 National Foods
depots, 13 Dairy Farmers depots in South Australia and the
Lidcombe processing plant.

                     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 December 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.

                     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 December 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
January 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: Creditors Convert Warrants for 48,289 Shares
----------------------------------------------------------
In July 2009, Parmalat S.p.A. communicated that, following the
allocation of shares to creditors of the Parmalat Group, the
subscribed and fully paid up share capital has now been increased
by 222,437 euros to 1,703,102,277 euros from 1,702,879,840 euros.
The share capital increase is due to the allotment of 174,148
shares and the exercise of 48,289 warrant.

    [The latest status of the share allotment is]:

    -- 25,028,650 shares representing approximately 1.5% of the
       share capital are still in a deposit account c/o Parmalat
       S.p.A., of which:

       * 13,133,181 or 0.8% of the share capital, registered in
         the name of individually identified commercial
         creditors, are still deposited in the intermediary
         account of Parmalat S.p.A. centrally managed by Monte
         Titoli (compared with 12,975,857 shares as at June 18,
         2009);

       * 11,895,469 or 0.7% of the share capital registered in
         the name of the Foundation -- Fondazione Creditori
         Parmalat -- of which:

          (i) 120,000 shares representing the initial share
              capital of Parmalat S.p.A. (unchanged);

         (ii) 11,775,469 or 0.7% of the share capital that
              pertain to currently undisclosed creditors
              (compared with 11,883,338 shares as at June 18,
              2009).

                     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 December 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
January 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.


PAUL CAMPBELL: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paul Campbell
        647 Warren Street
        Brooklyn, NY 11217

Bankruptcy Case No.: 09-47030

Chapter 11 Petition Date: August 17, 2009

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

Judge: Carla E. Craig

Debtor's Counsel: Narissa A. Joseph, Esq.
                  277 Broadway, Suite 501
                  New York, NY 10017
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  Email: njosephlaw@aol.com

Total Assets: $1,559,235

Total Debts: $2,171,699

A full-text copy of Mr. Campbell's petition, including a list of
his 15 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nyeb09-47030.pdf

The petition was signed Mr. Campbell.


PENN TREATY: Board Declares $0.15 Dividend Per Share
----------------------------------------------------
The Board of Directors of Penn Treaty American Corporation on
August 11, 2009, declared a dividend in the amount of $0.15 per
share of common stock.  The dividend is expected to be paid on or
about August 31 to shareholders of record as of the close of
business on August 24.

The Board declared the dividend as a means to distribute to
shareholders a portion of the proceeds received by the Company
from the sale of its former subsidiary, United Insurance Group
Agency, Inc.

              About Penn Treaty American Corporation

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

Effective January 6, 2009, two of the Company's insurance
subsidiaries, Penn Treaty Network America and American Network
Insurance Company -- by consent and by order of the Commonwealth
Court of Pennsylvania -- entered rehabilitation and have been
placed under the statutory control of the Pennsylvania Insurance
Department.  Effective March 27, 2009, at the direction of the
Pennsylvania Insurance Department, the Company's principal
executive officer and principal financial officer, among other
executives, resigned from their positions with the Company but
retained their positions with the Insurance Subsidiaries.


PENN TREATY: Units' Receivership Causes Delay of Quarterly Report
-----------------------------------------------------------------
Penn Treaty American Corporation has delayed the filing of its
quarterly report on Form 10-Q for the period ended June 30, 2009.

Effective January 6, 2009, two of the Company's insurance
subsidiaries, Penn Treaty Network America and American Network
Insurance Company -- by consent and by order of the Commonwealth
Court of Pennsylvania -- entered rehabilitation and have been
placed under the statutory control of the Pennsylvania Insurance
Department.  Effective March 27, 2009, at the direction of the
Pennsylvania Insurance Department, the Company's principal
executive officer and principal financial officer, among other
executives, resigned from their positions with the Company but
retained their positions with the Insurance Subsidiaries.  The
transition to a new management team, combined with the entry into
rehabilitation of the Insurance Subsidiaries, has caused a
diversion of management's time and attention, which has caused the
delay in completing on a timely basis the June 2009 Quarterly
Report.  The Company has not yet determined its results for the
quarter ended June 30, 2009.

The Company also has not filed Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2006, June 30, 2006, September 30,
2006, March 31, 2007, June 30, 2007, September 30, 2007, March 31,
2008, June 30, 2008, September 30, 2008, March 31, 2009 or Annual
Reports on Form 10-K for the years ended December 31, 2007 and
December 31, 2008.

              About Penn Treaty American Corporation

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.


PHILIP BARRY: May Face Criminal Charges for Ponzi Scheme
--------------------------------------------------------
Daily News has learned that Brooklyn-based Philip Barry is
expected to be arrested soon on charges of defrauding hundreds of
working-class clients in a $40 million Ponzi scheme.  Federal
prosecutors and the Securities and Exchange Commission are
expected to file criminal and civil charges against Mr. Barry
after probing him for more than a year, Daily News said, citing a
knowledgeable source.

The Daily News report relates that Mr. Barry, who filed for
bankruptcy protection last fall, is facing a series of suits filed
by former clients in Brooklyn Federal Court.  According to court
documents, over the past two decades, Mr. Barry promised clients a
12% annual return on their investments.  The scheme began to
unravel in 2007 when investors tried to withdraw funds.


POLAROID CORP: Wants to Use Additional Cash Collateral of $520,000
------------------------------------------------------------------
As reported in the TCR on July 31, 2009, the U.S. Bankruptcy Court
for the District of Minnesota granted PBE Corporation, formerly
known as Polaroid Corporation, and its affiliated debtors,
authority to use up to $1.4 million of letter of credit refunds
and miscellaneous cash in which potentially Petters Company, Inc.,
Petters Capital LLC, Petters Company, LLC, and PAC Funding, LLC,
and Acorn Capital Group, LLC each claim an interest, through and
including  August 31, 2009, to fund reasonable and necessary wind-
down expenses of the estates.

In anticipation that they will have fully utilized these
authorized funds during the week ending August 16, 2009, the
Debtors ask the Bankruptcy Court to issue an interim order
granting them, or any subsequently appointed trustee, authority to
use additional cash collateral in which potentially the
aforementioned Petters Creditors may each claim an interest,
through and including August 31, 2009.

The Debtors request interim authorization to use up to an
additional $520,000 of additional letter of credit deposit refunds
to pay remaining expenses through and including August 31, 2009.
The Debtors anticipate receiving refunds aggregating $800,000 on
or prior to August 31, 2009, on three standby letters of credit
and one letter of credit securing various obligations of the
estates.  The Bankruptcy Court has set a hearing for August 27,
2009, at 1:30 p.m. to consider the motion.

To the extent said additional LoC deposit refunds are not received
in time or in amount sufficient to pay the remaining expenses when
due, the Debtors seek authorization to utilize necessary proceeds
from the sale of owned inventory and/or sale proceeds from various
Court authorized sales of assets to pay said remaining expenses.

The Debtors propose to grant the secured claimants replacement
liens in all of their postpetition assets, including avoidance
causes of action under Chapter 5 of the Bankruptcy Code.

The Debtors tell the Court that they have total cash on hand of
approximately $82 million.  However, nearly all of the total cash
is potentially encumbered by the asserted secured claims which
aggregate to an amount in excess of the value of the Debtor's
assets.

On April 17, 2009, the Bankruptcy Court approved the sale of
certain of the Debtors' assets to PLR Acquisition, LLC, a joint
venture between Hilco Consumer Capital Corp. and Gordon Brothers
Brands, LLC.  The sale closed on May 7, 2009.  The consummated
sale transaction was valued in excess of $87 million in the
aggregate.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.

Polaroid Corp., together with 11 affiliates, filed voluntary
petitions for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

This was the Company's second bankruptcy filing.  The Company
first filed for bankruptcy on October 12, 2001 (Bankr. D. Del.
Lead Case No. 01-10864).

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PPA HOLDINGS: Taps Ringstad Sanders as General Bankruptcy Counsel
-----------------------------------------------------------------
PPA Holdings LLC, et al., ask the U.S. Bankruptcy Court for the
Central District of California for permission to employ Ringstad &
Sanders LLP as their general bankruptcy counsel as of June 26,
2009.

Ringstad & Sanders has agreed, among others, to:

  a. advise and assist the Debtors with respect to compliance with
     the United States Trustee Chapter 11 notices and guides and
     revisions thereto;

  b. advise the Debtors concerning the requirements of the
     Bankruptcy Code and applicable rules as the same affect the
     Debtors in these jointly administered cases; and

  c. advise the Debtors regarding matters of bankruptcy law,
     including the rights and remedies of the Debtors with regard
     to their assets and with respect to the claims of creditors.

Ringstad & Sanders' hourly rates are:

     Todd C. Ringstad, Esq.      $565
     Nanette D. Sanders, Esq.    $565
     Christopher Minier, Esq.    $320
     Lias Farrington, Esq.       $350
     Becky Metzsner              $150
     Brian Nelson                $150
     Carolyn Harley              $125

Nanette D. Sanders, Esq., a member at Ringstand & Sanders, tells
the Court that the firm does not hold or represent any interest
that would lessen the value of the bankruptcy estates.

The firm may be reached at:

     Ringstad & Sanders LLP
     2030 Main Street, 12th Floor
     Irvine, CA 926124
     Tel: (949) 851-7450
     Fax: (949) 851-6926

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


PPA HOLDINGS: Employs Development Specialists as Fin'l Consultants
------------------------------------------------------------------
PPA Holdings LLC, et al., ask the U.S. Bankruptcy Court for the
Central District of California for permission to employ
Development Specialists, Inc., to act as their financial
consultants as of June 26,2009.

DSI has agreed to assist the Debtors in undertaking a thorough
review of their financial systems and reporting, as well as
preparation of operating budgets, pro formas, financial reporting
required by the Court or the Office of the United States Trustee,
formulation and preparation of a proposed reorganization plan, and
other similar tasks essential to a successful reorganization
effort.

DSI's hourly rates are:

     Geoffrey l. Berman            $495
     A. Kyle Everett               $450
     Wolfgant Tsoutsouris          $220
     Chris Adams                   $210
     Jennifer Adle                 $125

Geoffrey L. Berman, a principal at DSI, tells the Court that the
firm previously served as financial advisor to Washington Mutual,
one of the Debtors' secured lenders, for Washington Mutual's
exposure in the People's Choice bankruptcy and that that
engagement ended roughly two years ago.  Except for the foregoing,
DSI adds that neither the firm nor any of its principals or
associates has any connection with the Debtors, outside creditors,
or any other outside party in interest or its respective attorneys
or accountants.

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


PPA HOLDINGS: Taps Jackson DeMarco as Special Securities Counsel
----------------------------------------------------------------
PPA Holdings LLC, et. al., ask the U.S. Bankruptcy Court for the
Central District of California for permission to employ Jackson,
DeMarco, Tidus & Peckenpaugh as special securities counsel.

Jackson DeMarco will, among other things, perform a review and
analysis of legal and factual issues arising from or relating to
the past issuance of securities by any of the Debtors, and the
analysis, negotiation and documentation of any future issuance of
any securities by any of the Debtors.

Jackson DeMarco's hourly rates are:

     Glenn A. Fuller, Esq.        $425
     Douglas F. Landrum, Esq.     $400
     James H. Shnell, Esq.        $400
     Catherine Muyderman          $190

James H. Shnell, Esq., a member at Jackson DeMarco, tells the
Court that the firm does not hold or represent any interest that
would lessen the value of the bankruptcy estates.

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


PPA HOLDINGS: U.S. Trustee Appoints 9-Member Creditors Committee
----------------------------------------------------------------
Frank Cadigan, Assistant United States Trustee for Region 16,
appointed nine creditors to serve on the official committee of
unsecured creditors in PPA Holdings, LLC, et al.'s jointly
administered Chapter 11 cases.

The Creditors Committee members are:

     a) The Hackley Family Trust of 1990
        Attn: Bart M. Hackley, Jr.
        106 S. Bayfront
        Newport Beach, CA 92662-1045
        Tel: (949) 673-1992

     b) NK Enterprises, Neeta Rajkanan & Kamal Rajkanan
        Attn: Kamal Rajkanan
        925 Curtner Road
        Fremong, CA 94539
        Tel: (510) 656-1627

     c) NTC & Co Alvis D. Keen
        Attn: Michael Keen
        12 High Bluff
        Laguna Niguel, CA 92677
        Tel: (949) 939-5527
        Fax: (949) 487-7724

     d) Michael Warren and Rita Warren
        1990 Revocable Trust
        Attn: Michael Warren
        5708 White Cloud Circle
        Westlake Village, CA 91362
        Tel: (818) 707-1200
        Fax: (818) 707-1900

     e) Elsden Corp.
        Attn: John Biber
        PO Box 248
        So. Pasadena, CA 91031-0248
        Tel: (323) 255-9906
        Fax: (323) 256-6612

     f) Randy Roach
        545 East 222nd Street
        Carson, CA 90745
        Tel: (310) 830-0873

     g) James Brawner
        PO Box 684
        Pauma Valley, CA 92061
        Tel: (760) 742-2489

     h) IDT Landscaping, LLC
        Attn: John Paul Jones, Esq.
        Bueler Jones, LLP
        1300 North McClintock Drive, Suite B-4
        Chandler, AZ 85226
        Tel: (480) 775-6400
        Fax: (480) 775-8868

     i) Manuel Navarro
        Attn: Carlos Navarro
        12418 221st Street
        Hawaiian Garden, CA 90716
        Tel: (562) 896-7664

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' 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 Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


POPPENGA CONCRETE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Poppenga Concrete, Inc.
        1312 S. Scenic Ave.
        Springfield, MO 65802

Bankruptcy Case No.: 09-61853

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  1909 E. Bennett St.
                  Springfield, MO 65804
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  Email: brenthendrix@sbcglobal.net

Total Assets: $174,350

Total Debts: $32,176,409

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/mowb09-61853.pdf

The petition was signed David Poppenga, president of the Company.


PROLIANCE INTERNATIONAL: North American Assets Sold for $15-Mil.
----------------------------------------------------------------
Proliance International, Inc., said in a regulatory filing that
the sale of its North American assets to Centrum Equities XV, LLC,
was consummated under the provisions of Section 363 of the
Bankruptcy Code on August 14, 2009.

On July 2, Proliance and certain of its affiliates entered into an
acquisition agreement providing for the sale to Centrum of
substantially all of Proliance's North American assets.

On August 13, the parties entered into a second amendment to the
Acquisition Agreement to, among other things, provide for a fixed
purchase price of $15.0 million, subject to adjustment based only
on the Sellers' level of cash collections from customers for the
week beginning August 10, 2009.  The purchase price will not
otherwise be adjusted, including based on inventory or accounts
receivables levels as was previously reported.  A copy of the
second amendment is available for free at
http://researcharchives.com/t/s?4238

A sale hearing concerning the approval of the acquisition of the
North American assets by Buyer was held before the Bankruptcy
Court on August 13.  At the hearing, the Bankruptcy Court entered
a final order approving the sale on the terms set forth in the
Acquisition Agreement, as amended.

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger
PA, represent the Debtors in their restructuring efforts.  The
Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.


QUALITYBUILT.COM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Qualitybuilt.com, a California corporation
        15330 Ave of Science
        San Diego, CA 92128

Bankruptcy Case No.: 09-12113

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: L. Scott Keehn, Esq.
                  Keehn & Associates, APC
                  402 West Broadway, Suite 1210
                  San Diego, CA 92101
                  Tel: (619) 400-2200
                  Email: scottk@keehnlaw.com

Total Assets: $2,114,539

Total Debts: $6,916,877

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/casb09-12113.pdf

The petition was signed Elizabeth R. Michaelis, secretary of the
Company.


RADLAX GATEWAY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RadLAX Gateway Hotel, LLC
        1110 Jorie Blvd.
        Third Floor
        Oak Brook, IL 60523

Case No.: 09-30047

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
RadLAX Gateway Deck, LLC                           09-30048
River Road Expansion Mezz, LLC                     09-30040
River Road Expansion Partners, LLC                 09-30033
River Road Hotel Mezz, LLC                         09-30035
River Road Hotel Partners, LLC                     09-30029
River Road Restaurant Mezz, LLC                    09-30039
River Road Restaurant Pads, LLC                    09-30032

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: August 17, 2009

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

Judge: Bruce W. Black

Debtor's Counsel: David M. Neff, Esq.
                  Perkins Coie LLP
                  131 South Dearborn, Suite 1700
                  Chicago, IL 60603
                  Tel: (312) 324-8400
                  Email: dneff@perkinscoie.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Peter Dumon, the company's president.

A. RadLAX Gateway's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Carlson Hotels Worldwide                              $485,400
Attn: Legal Dept. - MS8256
701 Carlson Parkway
Hopkins, MN 55305

Los Angeles World Airports                            $149,300
(LAWA)

Radiant Services                                      $141,440

PSAV Presentation Services                            $111,102

Excel Elevator Service                                $83,475

Destination Shuttle Services                          $68,030

Los Angeles Dept Water                                $63,533
and Power

Fehr & Peers Transportation                           $45,169
Consult.

Quality Parking Service                               $40,615

VOA Associates                                        $39,631

Board of Equalization                                 $37,220

US FoodService                                        $34,581

Huffcor Airwalls                                      $31,968

Tidy Building Services                                $31,445

M3, Inc.                                              $31,114

K&M Foodservice                                       $26,568

Lato Supply                                           $18,407

Mark Kitchen Equipment Services                       $18,322

West Central Produce                                  $17,312

R.W. Smith & Co                                       $16,595


B. River Hotel Partners' List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
PSAV Presentation                                $429,958
Services
1700 E. Golf Rd.
Suite 400
Schaumburg, IL 60173

Minibar Systems LLC                              $374,063
7340 Westmore Rd.
Rockville, MD 20850

InterContinental                                 $275,002
Hotels Group
Three Ravinia Drive
Suite 100
Atlanta, GA 30346-2121

Trans-Net, Inc.                                  $194,963

United Maintenance                               $135,934
Company, Inc.

Baltic Linen Company                             $101,025
Inc.
Attn: CFO

Five Star Laundry                                $73,491

US Foodservice, Inc.                             $62,707

United Security                                  $59,274
Service, Inc.

AVI Systems, Inc.                                $52,500
Attn: Michael Vergauwen

System Parking Inc.                              $43,858

Edward Don & Company                             $39,257

Skypad, Inc.                                     $36,937

Amano McGann                                     $33,786

Englewood Electrical                             $31,502
Supply

Testa Produce, Inc.                              $30,625

TIG Global LLC                                   $27,180

Editions Limited                                 $17,521

Ulster Carpet Mills                              $17,376
(North America)

Consumers Packing Company                        $16,349


RANDY LEE CASH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Randy Lee Cash
               Debora B. Cash
                  aka Deborah Barton Cash
               PO Box 83
               Timberlake, NC 27583

Bankruptcy Case No.: 09-81395

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: Bankruptcy Judge Thomas W. Waldrep Jr.

Debtors' Counsel: John A. Northen, Esq.
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  Email: jan@nbfirm.com

                  Stephanie Osborne-Rodgers, Esq.
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  Email: sor@nbfirm.com

Total Assets: $8,758,297

Total Debts: $5,608,980

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

            http://bankrupt.com/misc/ncmb09-81395.pdf

The petition was signed by the Joint Debtors.


READER'S DIGEST: Terms of Plan Backed by 60% of Secured Lenders
---------------------------------------------------------------
The Reader's Digest Association, Inc. on August 17, announced that
it had reached an agreement in principle with holders of
approximately 60% of its outstanding secured debt on the terms of
a financial restructuring, evidenced by a Restructuring Support
Agreement with the lenders party thereto and certain of the
shareholders of parent RDA Holding Co.

Pursuant to the Restructuring Support Agreement, the Consenting
Lenders agree to support a proposed plan of reorganization for the
Company, which will be implemented pursuant to a pre-arranged
filing under Chapter 11 of the Bankruptcy Code.  In an effort to
achieve additional support for the proposed restructuring plan
from its lenders and other stakeholders, the Company is using the
30-day grace period applicable to the interest coupon due today on
its 9% Senior Subordinated Notes due 2017.

The Company, in a filing with the Securities and Exchange
Commission, disclosed the salient terms of the Pre-Arranged Plan.

                          General Terms

The proposed Plan of Reorganization provides for a restructuring
of $2.2 billion in total debt, including $1.6 billion of senior
secured indebtedness outstanding under the Credit Agreement dated
as of March 2, 2007, among the Company, Doctor Acquisition Co.,
RDA Holding Co., the Overseas Borrowers from time to time party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, each
lender from time to time party thereto, Citicorp North America,
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Co-Syndication Agents, and The Royal Bank of Scotland Plc, as
Documentation Agent.  On account of the $1.6 billion of senior
secured debt, lenders would receive their pro rata share of:

    (i) a restated and amended first priority Euro term loan
        facility (equivalent to US$100 million) in favor of
        certain of the Company's German Subsidiaries (the "Euro
        Term Loan"),

   (ii) a $300 million second priority U.S. term loan and

  (iii) 100% of the new common stock of the reorganized Company
        (subject to dilution by (A) an "equity buy-in option" for
        holders of the Company's 9% Senior Subordinated Notes due
        2017 (the "Notes") to purchase up to $50-100 million of
        the new common stock for no more than 10-20% of the
        ownership interest of the Company, and (B) a reserve of
        7.5% for equity grants to management and the new board of
        directors; no more than 2.5% of which will be in the form
        of straight stock grants.)

          Debtor-in-Possession Financing / Exit Facility

The Company has received a commitment from a syndicate of its
prepetition secured lenders, led by JPMorgan, for up to
$150 million in new money debtor-in-possession financing,
consisting of a multiple-draw term loan that matures on the nine-
month anniversary of the closing date thereof, but may be
extended, at the Company's option, for an additional three-month
period.  The proceeds of the DIP Facility will be used for working
capital and other general corporate needs of the Debtors and their
subsidiaries, including foreign subsidiaries, and the payment of
fees and expenses, subject to the satisfaction of certain
customary conditions and covenants.

Subject to certain conditions, the $150 million DIP Facility is
convertible into a first-priority U.S. term loan exit facility in
an aggregate principal amount equal to the principal amount of the
term loans outstanding under the DIP Facility at the time of
conversion.  The conversion feature is available upon the Debtors'
emergence from their Chapter 11 Cases, subject to the satisfaction
of various conditions, including, without limitation, the approval
by the applicable bankruptcy court of a plan of reorganization
that is consistent in all material respects with the Plan of
Reorganization provided for in the Restructuring Support Agreement
and that the Debtors are not then in default under the terms of
the DIP Facility.  The scheduled maturity date is (i) three years
after the effective date of an Acceptable Plan (the "Effective
Date") for the first-priority U.S. term loan, (ii) March 2, 2014
for the first priority German term loan, and (iii) a date not
earlier than the later maturity of the first-priority U.S. term
loan and the first priority German term loan, for the second
priority U.S. term loan.

              Restructuring of the Capital Structure

The restructuring transactions contemplated by the Agreement in
Principle would substantially reduce the Company's debt from
approximately $2.2 billion to $550 million, resulting in a pro
forma capital structure as follows:

   * up to a $150 million first priority U.S. term loan Exit
     Facility;

   * a $300 million second priority U.S. term loan;

   * approximately USD$100 million current Euro Term Loan; and

   * a single class of common stock.

                   Certain Claims and Interests

(a) Unsecured Operations Claims

Under an Acceptable Plan, general unsecured claims relating to
operations of certain of the Debtors, subject to certain
exceptions, would be paid in full in cash, or otherwise be
unimpaired.

(b) Other General Unsecured Claims

Distributions available to other general unsecured claims under an
Acceptable Plan are to be determined.

(c) Existing Notes

Existing holders of the Notes would not receive any distribution
under an Acceptable Plan, but would be entitled to participate in
the equity buy-in option described above.

(d) Equity Claims

Equity holders of RDA Holding Co., the Company's parent company,
including holders of its common stock and options, would have no
recovery under an Acceptable Plan.  The Company would continue to
hold all equity interests in its subsidiaries that it held prior
to the filing of the Chapter 11 Cases.

(e) Management Equity Plan and Employee Matters

Under an Acceptable Plan, the Company would implement an equity
plan that would provide for the issuance up to 7.5% of the new
common stock of the Company to management and members of the new
Board of Directors, no more than 2.5% of which will be in the form
of direct stock grants.  Consenting Lenders have also agreed to
the terms of certain cash based management incentive plans, and to
provide support for a retention plan for lower level employees
during the restructuring process.

(f) Board of Directors

The Company's board of directors following the Effective Date
would be comprised of a number of directors to be agreed.
Prepetition secured lenders would identify directors with the
assistance of a nationally recognized executive search firm, and
would initially designate the new board members upon consultation
with the CEO.  It is expected that current independent directors
may be requested to continue to serve on the Company's board.

A full-text copy of the Restructuring Support Agreement is
available for free at http://researcharchives.com/t/s?422e

                          *     *     *

Reader's Digest has entered into a waiver and amendment the Credit
Agreement, under which the Lenders agree to modify the Credit
Agreement to prevent the Euro term loan from coming due upon
commencement of the Chapter 11 cases.  The Waiver and Amendment
contains certain covenants and requirements and is subject to
termination upon the Company's breach of such covenants and
requirements.

               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.


READER'S DIGEST: Inks Employee Deals As It Prepares for Ch. 11
--------------------------------------------------------------
In connection with a Chapter 11 plan of reorganization negotiated
with lenders, Reader's Digest Association, Inc., entered into
letter agreements with each of Mary Berner, the Company's Chief
Executive Officer, and Tom Williams, the Company's Chief Financial
Officer, to change, among other things, base salaries payable to
each of them, respectively, during the restructuring process, and
the timing of payment and the amount of severance payable to them
in certain circumstances.

The letter agreement with Ms. Berner provides that she will
receive cash compensation from the Company equal to $125,000 per
month, for so long as she remains employed with the Company during
the Company's Chapter 11 cases.  Under the Berner Letter, if Ms.
Berner is not offered continued employment following the Effective
Date, then, subject to certain conditions, she will receive from
the Company, in lieu of any other severance payments that may
otherwise be due to her, a one-time cash severance payment in the
amount of $2.2 million (plus any accrued but unpaid salary,
vacation pay or unreimbursed business expenses).

The letter agreement with Mr. Williams provides that he will
receive cash compensation from the Company equal to $68,200 per
month, for so long as he remains employed with the Company during
the Company's Chapter 11 Cases.  Under the Williams Letter, if
Mr. Williams is not offered continued employment following the
Effective Date, then, subject to certain conditions, he will
receive from the Company, in lieu of any other severance payments
that may otherwise be due to him, a one-time cash severance
payment in the amount of $1.2 million (plus any accrued but unpaid
salary, vacation pay or unreimbursed business expenses).

                   Three Directors Leave Post

Meanwhile, effective August 16, 2009, Timothy Collins, Harvey
Golub and Harris Williams resigned as directors of the Company.
Andrew Knight and Andrew Lack also resigned as directors of the
Company.  None of these resignations was a result of a
disagreement with management.

               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.


READER'S DIGEST: Moody's Downgrades Corp. Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded The Reader's Digest
Association's Corporate Family Rating and Probability of Default
Rating, each to Ca from Caa3, along with the senior secured credit
facility ratings to Ca from Caa2 and the senior subordinated note
rating to C from Ca.  The downgrades follow RDA's announcement
that it has reached an agreement with a majority of its senior
secured creditors on a restructuring of the company's debt through
a pre-packaged Chapter 11 bankruptcy filing, and reflects Moody's
expectation that the bankruptcy filing will occur in the near
future.  The rating outlook remains negative.

Downgrades:

Issuer: Reader's Digest Association, Inc. (The)

    -- Corporate Family Rating, Downgraded to Ca from Caa3

    -- Probability of Default Rating, Downgraded to Ca from Caa3

  -- Senior Secured Bank Credit Facility, Downgraded Ca, LGD4 -
     56% from Caa2, LGD3 - 36%

  -- Senior Subordinated Notes, Downgraded to C, LGD6 - 95% from
     Ca, LGD5 - 88%

The proposed restructuring would eliminate approximately 75% of
RDA's $2.2 billion of debt, but Moody's believes the family
recovery rate (including the post-emergence equity held by the
senior lenders) would be closer to 35% or more applying a 3.5-4.0x
distress multiple to estimated EBITDA.  Moody's believes there is
modest upside to this estimate depending upon RDA's prospective
ability to achieve planned costs savings and maintain sufficient
liquidity to complete a relatively quick pre-packaged
restructuring that limits operational disruptions heading into the
holiday selling period.  Loss given default estimates have been
updated to reflect the expected family recovery rate in the 35%
range.

RDA also announced that it is exercising its right to utilize the
30-day grace period on the $27 million semi-annual interest
payment due for the $600 million of 9% senior subordinated notes.
Moody's would consider it a default if the interest payment is not
made within the grace period.  A default on the senior
subordinated notes would result in a cross default to the senior
secured credit facility.  Moody's would change the PDR to "D" if
the company were to file for bankruptcy or if there is a default
beyond the cure period under the senior subordinated notes and/or
the credit agreement.

Moody's last rating action for RDA was a downgrade of the CFR and
PDR to Caa3 from B3, the senior secured credit facility to Caa2
from B2, and the senior subordinated notes to Ca from Caa2 on
February 20, 2009.

Please see the credit opinion posted to www.moodys.com for
additional information on RDA's ratings and liquidity profile.

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

RDA, headquartered in Pleasantville, New York, is a global
publisher and direct marketer of products including books,
magazines, recorded music collections and home videos, and food
and gifts.  Annual revenue approximates $2.3 billion.


READER'S DIGEST: Nonpayment of Interest Cues S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Pleasantville, New York-based publisher, Reader's
Digest Association Inc. to 'D' from 'CCC' because of the company's
failure to make an interest payment due on Aug. 17, 2009, on its
9% senior subordinated notes due 2017.  At the same time, S&P
lowered the issue-level rating on the 9% senior subordinated notes
to 'D' from 'CC.'

In addition, S&P lowered the issue-level rating on the company's
senior secured facility to 'C' from 'CCC'.  S&P is currently re-
evaluating the recovery ratings on the senior subordinated notes
and the senior secured facility.

"The rating action reflects Reader's Digest's failure to make the
Aug. 17, 2009, interest payment on the 9% senior subordinated
notes due 2017," explained Standard & Poor's credit analyst Tulip
Lim.  While a payment default has not occurred according to the
legal provision of the notes, Standard & Poor's views an interest
or principal payment lapse as a default, even if a grace period
exists, in the event that the nonpayment is a function of the
borrower being under financial stress and when S&P is not
confident that the company will make the payment in full during
the grace period.  S&P views the company's very high leverage,
thinning margin of compliance with its financial covenant, and
limited liquidity together as indications of financial distress.

The company also announced that it expects to implement a
restructuring through a pre-packaged filing under Chapter 11 of
the U.S. Bankruptcy Code.

"If the company announces a Chapter 11 filing, S&P would lower the
issue-level rating on the senior secured facility to 'D'," added
Ms. Lim.  Also, if the company fails to make the interest payment
on the 9% senior subordinated notes within the grace period, S&P
would also lower the rating on the senior secured issue to 'D.'


READER'S DIGEST: Simpson Thacher Advising JP Morgan Chase
---------------------------------------------------------
Simpson Thacher is advising JP Morgan Chase, which leads a group
of senior lenders expected to take control of Reader's Digest
Association Inc., following a bankruptcy filing and a debt-equity
exchange by the publisher.

As reported by the Troubled Company Reporter on August 18, 2009,
Reader's Digest said on August 17 that it 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.
Reader's Digest 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.  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 won't be affected.

Andrew Vanacore at The Associated Press reports that Reader's
Digest CEO Mary Berner blamed two underperforming properties
Reader's Digest agreed to sell off in 2008 -- Books Are Fun Ltd.,
a company that sells books at events and book fairs; and QSP,
which assists with fundraising for schools and youth groups.

According to The AP, Ms. Berner insisted that the Company's U.S.
magazines remain strong, with the number of ad pages down less
than 6% through the September editions.  Reader's Digest titles
rely less on luxury brands and high-income tastes, giving them an
added appeal in the recession, the report says, citing Ms. Berner.
The report states that Ms. Berner said that some additions for
Reader's Digest -- including the magazine Everyday with Rachael
Ray and cooking site AllRecipes.com -- have succeeded as well.

Reader's Digest's board members who have served since Ripplewood
Holdings LLC's $1.6 billion acquisition of Reader's Digest in 2007
resigned, while two members who recently joined will remain in the
board, The AP reports.

               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.


REGIONS FINANCIAL: Moody's Confirms 'Ba2' Preferred Stock Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the Ba2 ratings on trust
preferred stock issued by subsidiaries of Regions Financial
Corporation and the Ba2 ratings on REIT preferred stock issued by
subsidiaries of Regions Bank.  At the same time, Moody's upgraded
the preferred shelf rating at Regions to (P)Ba3 from (P)B1.  All
of the impacted ratings had been on review for possible downgrade
since May 18th.  Moody's noted that none of Regions other ratings
were affected by the rating action.  Following the ratings action,
Moody's outlook on Regions and its subsidiaries is negative.

The confirmation of Regions' holding company trust preferred and
bank level preferred ratings is in response to Regions' increasing
its capital base by $2.5 billion, which in turn decreases the
potential for dividend suspension in the future.  Furthermore, the
upgrade of Regions' holding company preferred stock shelf reflects
Moody's view that additional notching is no longer warranted as a
result of the capital initiative.  The majority of the capital
raise, $1.8 billion, came from a common stock offering, with the
remainder coming from a mandatory convertible preferred issuance,
asset sales, recapture of deferred tax assets, and the exchange of
hybrids for common stock.

Moody's said that while Regions' capital base has been
considerably augmented, its sizable credit challenges remain.
Moody's negative outlook on Regions incorporates that performance
will be negatively impacted because of the need to make sizable
loan loss provisions.  Quarterly losses are possible in the next
year, adding to the downward pressure on Regions' capital base.

Moody's last rating action on Regions was on May 18, 2009, when
the bank financial strength was downgraded to D+ from C+ and long
term deposits to Baa1 from A2.  In the same rating action, the
hybrid securities were downgraded and placed on review for
possible downgrade.

Issuer: Regions Asset Management Company, Inc.

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at Ba2

Issuer: Regions Financial Corporation

Upgrades:

  -- Multiple Seniority Shelf, Upgraded to (P)Ba3 from (P)B1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Multiple Seniority Shelf, Confirmed at (P)Ba2

Issuer: Regions Financing Trust II

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at Ba2
  -- Preferred Stock Shelf, Confirmed at (P)Ba2

Issuer: Regions Financing Trust III

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at Ba2
  -- Preferred Stock Shelf, Confirmed at (P)Ba2

Issuer: Regions Financing Trust IV

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Shelf, Confirmed at (P)Ba2

Issuer: Regions Financing Trust V

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Shelf, Confirmed at (P)Ba2

Issuer: Regions Financing Trust VI

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Shelf, Confirmed at (P)Ba2

Issuer: Union Planters Preferred Funding Corp.

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at Ba2


RYAN NEUMAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Ryan J. Neuman
               Sheri S. Neuman
               3776 Skyfarm Dr
               Santa Rosa, CA 95403

Bankruptcy Case No.: 09-12585

Chapter 11 Petition Date: August 15, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Daniel B. Beck, Esq.
                  Beck Law, P.C.
                  2681 Cleveland Ave.
                  Santa Rosa, CA 95403
                  Tel: (707) 576-7175
                  Email: sahmed@becklaw.net

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

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

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

            http://bankrupt.com/misc/canb09-12585.pdf

The petition was signed by the Joint Debtors.


SENIOR HEALTH: S&P Affirms 'CCC-' Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC-'
counterparty credit and financial strength ratings on Senior
Health Insurance Co. of Pennsylvania.  The outlook remains
negative.  SHIP was established by the Pennsylvania Insurance
Department to run off a closed block of claims of Conseco Senior
Health Insurance Co.  Subsequently, S&P withdrew the ratings on
SHIP at the company's request.

"The ratings are based on the company's weak operating earnings,
which were impaired by significant continued losses as SHIP housed
the run-off business from Conseco prior to the spin-off," said
Standard & Poor's credit analyst Kevin Maher.  "The run-off
segment continued to suffer from adverse development from SHIP's
run-off block of long-term care insurance business and refinement
of the company's reserve methodology."

S&P expects these losses to continue through the remainder of
2009.  On Nov. 12, 2008, the Pennsylvania Insurance Department
completed the transfer of SHIP, formerly known as Conseco Senior
Health Insurance Co., to an independent oversight trust.


SKYPOWER CORP: Files for Restructuring to Focus on Core Projects
----------------------------------------------------------------
SkyPower Corp, a Lehman Brothers company, has filed for
restructuring under the terms of the Companies' Creditors
Arrangement Act (CCAA) to facilitate the transition of the company
through a sale process.

In recent months there has been uncertainty as to SkyPower's
strategic direction due to the bankruptcy of its principal
shareholder, Lehman Brothers.

As part of the restructuring, SkyPower has a commitment of funding
for US$15 million that will allow it to transition the business
through a quick and efficient competitive sales process.

"There are several potential bidders who have expressed interest
in purchasing SkyPower's assets," said its President & Chief
Executive Officer, Kerry Adler.  "We expect a vibrant process to
maximize value for our stakeholders and preserve the business as a
going concern for the employees, customers and suppliers."

This filing will ensure the short-term stability of SkyPower while
assuring the long-term growth of the Company's interests.  All
SkyPower operations will remain in operation during this time and
SkyPower management remains responsible for the day-to-day
operations of the business.

                         About SkyPower

SkyPower Corp. -- http://www.skypower.com-- is a leading
developer of renewable energy projects.  SkyPower has interests in
a substantial number of renewable energy projects at various
stages of development, representing thousands of MW of potential
nameplate capacity.  SkyPower is developing significant renewable
energy projects in Canada, the United States, India, and Panama.
SkyPower drives all phases of project development including
exploration, construction and operation.


ST. THOMAS SELF: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: St. Thomas Self Storage, LLC
        1281 Westwood Boulevard, Suite 200
        Los Angeles, CA 90024

Bankruptcy Case No.: 09-31588

Chapter 11 Petition Date: August 14, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth St., Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  Email: Brownsteinlaw.bill@gmail.com

Total Assets: $6,537,941

Total Debts: $5,762,992

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

            http://bankrupt.com/misc/cacb09-31588.pdf

The petition was signed Magdi Azer, managing member of the
Company.


STATION CASINOS: Boyd Gaming Reaffirms Interest in Assets
---------------------------------------------------------
During its August 5, 2009 conference call with investors for its
2009 Second Quarter Financial Results, Boyd Gaming reaffirmed its
interest in buying Station Casinos assets.

In February 2009, Boyd offered Station Casinos to acquire several
of its properties for $950 million.

According to Online Casino Sphere, the offer was firmly rejected,
but now that Station has filed for Chapter 11, Boyd officials are
again targeting the Las Vegas casinos.

Las Vegas Sun reported that despite revenue and profit declines,
Boyd is still actively looking to purchase some of its
competitor's assets.  Keith Smith, Boyd Gaming's President and
CEO, said Boyd could play a key role in helping to expedite
Station's bankruptcy process, the report adds.

"This filing does not change the fact that we are extremely
interested in obtaining Station's assets," Las Vegas Sun quoted
Mr. Smith as saying.  "When we look at those assets, we think
it's a good fit."

Las Vegas Sun says that Mr. Smith would not comment on the
specifics on conversations with Station Casinos executives and
creditors but confirmed Boyd is in talks.

                       About Station Casinos

Station Casinos, Inc., 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 Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Gets Interim Approval to Access Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court granted, on an interim basis, Station Casinos
Inc.s request to use cash collateral.  Final hearing on the motion
will be held on September 2, 2009, at 9:30 a.m. (Pacific Time).

The Court also approved the terms of the stipulation entered into
between Debtor FCP PropCo, LLC, and certain mortgage lenders.

Subject to the terms in the Stipulation and Budget, FCP PropCo is
authorized to use Cash Collateral on an interim basis pursuant to
Rule 4001(b) of the Federal Rules of Bankruptcy Procedure and
Local Rule 4001(b) until the earlier of (1) the expiration of the
13-week period set forth in the Budget or (2) the occurrence of a
Termination Event.

A full-text copy of the Budget for the period from July 30 to
October 23, 2009, is available for free at:

       http://bankrupt.com/misc/SC_CashColl_Jul31Budget.pdf

FCP PropCo is authorized immediately to use Master Lease payments
as necessary to satisfy its ongoing obligations under the
Mortgage Loan Agreement and to pay its other operating expenses,
subject to the terms set forth in the Stipulation and 12 Budget.

Any party seeking to object to entry of an order approving the
Motion on a final basis must file a written objection on or
before August 28, 2009 at 4:00 p.m. (Pacific Time) with the
Court, and served by overnight mail service on:

  (a) Debtors' counsel, Milbank, Tweed, Hadley & McCloy LLP
      Attn: Paul Aronzon, Esq.
      601 South Figueroa 17 Street,
      30th Floor, Los Angeles, California 90017

  (b) the Office of the United States Trustee, and

  (c) counsel for the Mortgage Lenders

      Sidley Austin LLP
      Attn: Shalom L. Kohn, Esq. and
            Jeffrey E. Bjork, Esq.
      One South Dearborn,
      Chicago, Illinois 60603

      Cadwalader Wickersham & Taft LLP
      Attn: William P. McInerney, Esq.
      One World Financial Center
      New York, New York 10281

      Lionel Sawyer & Collins LLP
      Attn: Jennifer A. Smith, Esq.
      100 Bank of 22 America Plaza
      50 W. Liberty Street, Reno, NY 8950

                       About Station Casinos

Station Casinos, Inc., 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 Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Proposes Lazard as Financial Advisor
-----------------------------------------------------
Station Casinos Inc. and its affiliates seek the Court's authority
to employ Lazard Freres & Co. LLC as their financial advisor and
investment banker, nunc pro tunc to the Petition Date, pursuant to
the terms of an engagement letter, dated February 27, 2009, and a
related indemnification agreement.

The Engagement Letter contemplates that Lazard will provide these
investment banking services to the Debtors:

  (a) Review and analyze the Debtors' business, operations
      and financial projections;

  (b) Evaluate the Company's potential debt capacity in light
      of its projected cash flows;

  (c) Assist in the determination of a capital structure for
      the Debtors;

  (d) Assist in the determination of a range of values for
      the Company on a going concern basis;

  (e) Advise the Debtors on tactics and strategies for
      negotiating with the holders of certain existing
      obligations;

  (f) Renderi financial advice to the Debtors and
      participating in meetings or negotiations with
      Stakeholders and rating agencies or other appropriate
      parties in connection with any restructuring,
      reorganization or recapitalization;

  (g) Advise the Debtors on the timing, nature and terms of
      new securities or other consideration to be offered
      pursuant to the Restructuring;

  (h) Assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the Restructuring;

  (i) Attend meetings of the Debtors' Board of Directors and
      its committees with respect to matters on which Lazard has
      been engaged to advise the Debtors;

  (j) Provide testimony, as necessary, with respect to matters
      on which Lazard has been engaged to advise the Company in
      any proceeding before the Court; and

  (k) Provide the Debtors with other financial restructuring
      advice.

The Debtors and Lazard have agreed that the term "Restructuring"
will also include any transaction or series of transactions
pursuant to which all or a majority of the assets of the Debtors
are sold or transferred, directly or indirectly, to one or more
other corporations or business entities.

The Debtors will pay and reimburse Lazard for fees incurred and
out-of-pocket expenses in the Chapter 11 cases.

Because the Debtors are seeking to pay Lazard pursuant to Section
328(a) of the Bankruptcy Code, the Debtors believe that Lazard's
compensation should not be subject to any additional standard of
review under Section 330.

The Compensation Structure provides for these payment to Lazard:

  * A monthly fee of $300,000;

  * A restructuring fee equal to $12,500,000 payable upon the
    consummation of  a Restructuring;

  * All Prior Agreement Fees will be credited, without
    duplication, against any Restructuring Fee otherwise
    payable; provided, that, in the event of a Chapter 11
    filing, the credit will only apply to the extent that the
    fees are approved in entirety by the Court, if applicable;

  * In addition to any fees that may be payable to Lazard and,
    regardless of whether any transaction occurs, the Debtors
    will promptly reimburse Lazard for all (A) reasonable
    expenses, including travel and lodging, data
    processing and communications charges, courier services and
    other appropriate expenditures; and (B) other reasonable
    fees and expenses, including expenses of counsel, if any;
    and

  * As part of the compensation payable to Lazard, the Debtors
    have agreed to the provisions of the Indemnification
    Agreement.

None of the fees payable to Lazard pursuant to the Engagement
Letter will constitute a "bonus" or "fee enhancement" under
applicable law.

Before the Petition Date, Lazard received approximately
$3,066,421 from the Debtors in full payment of accrued fees and
expenses under the Engagement Letter and the Prior Engagement
Letter.  The Debtors have agreed that they will not seek to
avoid, recharacterize, recover or subordinate any portion of
these fees, or any portion of any other amounts paid by the
Debtors pursuant to the Engagement Letter, or the Prior Agreement
Fees.  Lazard has received no other compensation from the Debtors
in connection with the Cases.

As part of the overall compensation payable to Lazard under the
terms of the Engagement Letter, the Debtors have agreed to
indemnify, and provide contribution and reimbursement to, Lazard
and certain related parties in accordance with the provisions of
the Indemnification Agreement.  The Debtors believe the
provisions are customary and reasonable for Lazard's engagement.

Daniel Aronson, managing director of Lazard Freres & Co. LLC,
assures the Court that his firm is a disinterested person as
defined in Section 101(14) of the Bankruptcy Code and does not
hold or represent an interest adverse to the Debtors or their
estates.

Lazard submitted to the Court a list potential parties-in-
interest that Lazard has represented within three years in
matters unrelated to the Debtors' cases.  The list is available
for free at http://bankrupt.com/misc/SC_Lazard_CMList.pdf

Mr. Aronson discloses that his firm may have may have worked
with, continue to work with, or have mutual clients with, certain
accounting and law firms who appear on the Potential Parties-in-
Interest list.  Lazard may also represent, or may have
represented in the past, committees or groups of lenders or
creditors in connection with certain restructuring or refinancing
engagements, which committees or groups include, or included,
entities that appear on the Potential Parties-in-Interest list.

A full-text copy of the Engagement Letter and the Indemnification
Agreement is available for free at:

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

Thomas M. Friel, the executive vice president, chief accounting
officer, and treasurer of Station Casinos, Inc., filed with the
Court a declaration as further support to the Application.

Lazard Freres is located at 30 Rockefeller Plaza, in New York.

In a supplemental filing, the Debtors seek to have the employment
application heard as soon as possible.  However, due to the
Court's full calendar, the next available dates at which there is
sufficient time to hear the Application are September 2, 2009,
and November 16, 2009.

The Debtors believe that it is inappropriate for them to request
that their professionals render over three months of service
before having their respective employment applications approved
by the Court.  Consequently, the Debtors ask the Court to have
the notice shortened in order to allow for the Application to be
heard on September 2, 2009 at 9:30 a.m.

Bill Cossitt, Esq., trial attorney for the Assistant United
States Trustee, was contacted regarding the proposed Order
Shortening Time.  Mr. Cossitt agreed to time being shortened in
light of the unique scheduling dynamics in the Cases.

                       About Station Casinos

Station Casinos, Inc., 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 Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Proposes Milbank Tweed As Lead Counsel
-------------------------------------------------------
Station Casinos Inc. and its affiliates seek the Court's
permission to employ Milbank, Tweed, Hadley & McCloy LLP as their
counsel nunc pro tunc to the Petition Date.

As lead counsel to the Debtors, Milbank has agreed to:

  (a) advise the Debtors of their rights, powers, and duties as
      debtors and debtors in possession in the continued
      management of their business and properties;

  (b) assist the Debtors in reviewing and consummating any
      transactions contemplated during the Cases;

  (c) assist the Debtors in reviewing, estimating, and resolving
      claims asserted against their estates;

  (d) commence and conduct any litigation necessary or
      appropriate to assert rights held by the Debtors or to
      defend the Debtors, protect assets of their estates, or
      otherwise further the goal of completing a successful
      reorganization;

  (e) advise the Debtors concerning actions that they might take
      to collect and recover property for the benefit of their
      estates;

  (f) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules, and other documents, and
      review all financial and other reports to be filed in the
      Debtors' Cases;

  (g) advise the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices, and other
      papers that may be filed and served in the Debtors' Cases;

  (h) review the nature and validity of any liens asserted
      against the Debtors' property and advise the Debtors
      concerning the enforceability of the liens;

  (i) advise and assist the Debtors in connection with any
      potential asset dispositions;

  (j) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections;

  (k) advise and assist the Debtors in connection with the
      formulation and confirmation of a plan of reorganization
      and related documents; and

  (l) perform all other necessary legal services in connection
      with the Debtors' Cases and other general corporate and
      litigation matters.

The Debtors may, from time to time, ask Milbank to undertake
specific matters beyond the scope of services to be rendered.
Should Milbank agree, in its sole discretion, to undertake any
the specific matters, the Debtors seek authority to employ
Milbank for the matters, in addition to the proposed services,
without further order of the Court.

The Debtors will pay and reimburse Milbank for fees and out-of-
pocket expenses incurred by Milbank in the Debtors' Cases.

Milbank's hourly rates are:

  Professional               Hourly Rate
  ------------               -----------
   Partners                  $740 - $995
   Counsel                   $700 - $905
   Associates and
   Senior attorneys          $285 - $685
   Legal assistants          $160 - $345

For the 12 months prior to the Petition Date, Milbank received
from the Debtors $4.9 million as payment for an out-of-court
restructuring and in preparation for the Chapter 11 filings.
Milbank also received from the Debtors $6.8 million as payments
in connection with corporate, finance, tax, real estate and
litigation services.

In February 2009, the Debtors provided Milbank with an advance
payment of $1 million to establish a retainer to pay for legal
services rendered or to be rendered in connection with the
Debtors' restructuring efforts.  The retainer remains unapplied
and is held by Milbank.  Milbank intends to hold the retainer for
the duration of the Cases and apply the retainer against fees and
expenses allowed after submission of Milbank's final fee
application with any balance to be returned to the Debtors.

Paul S. Aronzon, Esq., a member in Milbank, Tweed, Hadley &
McCloy LLP, discloses that in the five years prior to the current
bankruptcy cases, Milbank represented SCI and certain of its
affiliates in these capacities:

  * Advised SCI and certain of its affiliates in connection with
    multiple merger and acquisition and financing transactions;

  * Acted as SCI's outside securities counsel in numerous public
    and private debt and equity offerings, including SCI's
    Initial Public Offering in 1993;

  * Advised the Debtors' prepetition reorganization efforts;

  * Acted as outside counsel for SCI and certain of its
    affiliates in general corporate, finance, real estate, tax,
    litigation and other legal matters unrelated to the current
    bankruptcy cases; and

  * In connection with various of the foregoing transactions,
    Milbank issued legal opinions to the Debtors and to various
    participants in those transactions.

Mr. Aronzon assures the Court that Milbank has no connection with
the Debtors, their creditors, the United States Trustee for the
District of Nevada, or any other party with an actual or
potential interest in the Debtors' Cases or their attorneys or
accountants.  Moreover, Milbank does not hold or represent any
interest adverse to the Debtors' estates.  Mr. Aronzon believes
that Milbank is a "disinterested person," as term is defined in
Section 101(14) of the Bankruptcy Code as modified by Section
1107(b).

Mr. Aronzon adds that certain of the parties-in-interest in the
Cases are or were members of ad hoc or official creditors'
committees represented by Milbank in matters unrelated to the
Cases.  However, no attorney-client relationship exists or
existed between Milbank and the parties in interest.

Milbank delivered to the Court details of prior representations
of certain affiliates or insiders of SCI in matters unrelated to
SCI and its restructuring efforts.  Milbank also delivered to the
Court a list of potential parties-in-interest in which Milbank
has a relationship in matters unrelated to the Cases.  Copies of
these files are available for free at:

   http://bankrupt.com/misc/SC_Milbank_DiscOfRelationships.pdf
   http://bankrupt.com/misc/SC_Milbank_GMCList.pdf

Thomas M. Friel, the executive vice president, chief accounting
officer, and treasurer of Station Casinos, Inc., filed with the
Court a declaration as further support to the Application.

Milbank is located at the 30th Floor, at 601 South Figueroa
Street, in Los Angeles, California, with telephone number
(213) 892-4000 and facsimile (213) 629-5063.

In a supplemental filing, the Debtors seek to have the employment
application heard as soon as possible.  However, due to the
Court's full calendar, the next available dates at which there is
sufficient time to hear the Application are September 2, 2009 and
November 16, 2009.

The Debtors believe that it is inappropriate for them to request
that their professionals render more than three months of service
before having their respective employment applications approved
by the Court.  Consequently, the Debtors ask the Court to have
the notice shortened to allow for the Application to be heard on
September 2, 2009 at 9:30 a.m.

Bill Cossitt, Esq., trial attorney for the Assistant United
States Trustee, was contacted regarding the proposed Order
Shortening Time.  Mr. Cossitt agreed to time being shortened in
light of the unique scheduling dynamics in the Cases.

                       About Station Casinos

Station Casinos, Inc., 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 Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: U.S. Trustee Forms 5-Member Creditors Committee
----------------------------------------------------------------
Sara L. Kistler, Acting United States Trustee for Region 17,
appoints five members to serve in the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Station Casinos,
Inc., and its debtor affiliates:

  (1) Law Debenture Trust Company of New York, as Trustee
      400 Madison Avenue #4
      New York, NY 10017

      Represented by:
      Richard Hiersteiner
      Edwards Angell Palmer & Dodge, LLP
      111 Huntington Avenue
      Boston, MA 02199

  (2) Oaktree Capital Management, L.P.

      Represented by:
      Todd Molz, General Counsel
      333 South Grand Avenue, 28th Floor
      Los Angeles, CA 90071

  (3) Western Asset Management Company

      Represented by: Chris Jacobs
      385 E. Colorado Blvd.
      Pasadena, CA 91101

  (4) Fidelity Management & Research Company

      Represented by: Nate Van Duzer
      82 Devonshire Street, V13H
      Boston, MA 02109

  (5) Serengeti Asset Management, LP

      Represented by: Kevin Linker
      632 Broadway, 12th Floor
      New York, NY 10012

The five Committee members are listed as the Debtors' 20 largest
creditors holding claims with unstated amounts relating to notes.

                       About Station Casinos

Station Casinos, Inc., 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 Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STEPHEN MCCORMICK: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stephen J. McCormick
           aka Steve McCormick
        111 Frank E. Rodgers Blvd. South
        Harrison, NJ 07029

Bankruptcy Case No.: 09-31417

Chapter 11 Petition Date: August 14, 2009

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

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.com

Total Assets: $80,104

Total Debts: $2,995,151

A full-text copy of Mr. McCormick's petition, including a list of
his 17 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-31417.pdf

The petition was signed Mr. McCormick.


SUN-TIMES MEDIA: SouthtownStar Eliminates Saturday Edition
----------------------------------------------------------
The Chicago Tribune blog says that Sun-Times Media Group's
SouthtownStar newspaper is eliminating its Saturday edition in
favor of a Sunday-through-Friday publication schedule.

According to Chicago Tribune, SouthtownStar has been reformatted
as a tabloid as of Monday.

Chicago Tribune reports that features from the Saturday
SouthtownStar will be incorporated into a Weekend Edition that
comes out on Friday, starting this week, while the Sunday edition
will continue to include the paper's eight zoned Neighborhood Star
sections.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets: SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SUNSHINE THREE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sunshine Three Real Estate Corporation
        41 Pleasant Street
        Framingham, MA 01701

Bankruptcy Case No.: 09-17821

Chapter 11 Petition Date: August 17, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: Gershon M. Gulko, Esq.
                  340 Main Street
                  Worcester, MA 01608-1602
                  Tel: (508) 791-7800

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

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

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

             http://bankrupt.com/misc/mab09-17821.pdf

The petition was signed Peter A. Poulos, president of the Company.


SUNTRUST BANKS: Moody's Confirms 'Ba2' Rating on Preferred Stock
----------------------------------------------------------------
Moody's Investors Service confirmed the Baa2 ratings on trust
preferred stock issued by subsidiaries of SunTrust Banks, Inc.
(SunTrust) as well as the Ba2 rating on SunTrust's preferred stock
and the Baa3 rating on SunTrust Real Estate Investment
Corporation's REIT preferred stock.  All of the impacted ratings
had been on review for possible downgrade since May 14.  Moody's
noted that none of SunTrust's other ratings were affected by the
rating action.  Following the review, Moody's outlook on SunTrust
and its subsidiaries remains negative.

The rating confirmations reflected Moody's view that the potential
for a missed dividend or interest payment on SunTrust's hybrid
securities has been dramatically reduced because of SunTrust's
success in raising sufficient capital to satisfy the requirement
mandated by the U.S. government following its earlier 'stress
test' under the Supervisory Capital Assessment Program (SCAP).
The majority of the $2.3 billion capital increase, or about $1.8
billion, came from a common stock offering, with the remainder
coming from asset sales, recapture of deferred tax assets and
gains associated with tender offers for some of SunTrust's hybrid
securities.  Specifically, SunTrust acquired $750 million of
hybrid securities for an aggregate price of $525 million.
Therefore, the tenders raised roughly $225 million in Tier 1
common capital.

When SunTrust's hybrid ratings were placed on review, Moody's was
uncertain about SunTrust's ability to raise a large amount of
capital.  That led to the concern about a potential missed
dividend or interest payment on SunTrust's hybrid securities in
order to increase the success of any exchange or tender offers.
In addition, Moody's considered the likelihood that additional
government capital, on top of the existing TARP preferred, would
be required.  That too could have resulted in pressure to
eliminate payments on hybrid securities.  Since those concerns do
not presently exist, in Moody's view, SunTrust's hybrid ratings
were confirmed.

Despite the rating confirmations, Moody's said that SunTrust's
profitability and credit quality challenges, which are
intertwined, remain notable.  SunTrust has reported three
consecutive quarterly losses and, relative to a year ago, its
nonperforming assets, including loans 90+ days past due, have more
than doubled while the loan loss allowance has only increased by
58%.  Although a meaningful portion of SunTrust's nonperforming
and impaired loans have already been marked down or have specific
reserves, their growth suggests that provisioning needs will
remain elevated in the near-term.  These challenges continue to
warrant an overall negative rating outlook, in Moody's view.

Moody's last rating action on SunTrust was on May 14th, 2009 when
its hybrid securities were placed on review for possible
downgrade.

Outlook Actions:

Issuer: National Commerce Capital Trust I

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Banks, Inc.

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital I

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital III

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital IX

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital VI

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital VIII

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital X

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XI

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XII

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XIII

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XIV

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XV

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Preferred Capital I

    -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Real Estate Investment Corporation

    -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: National Commerce Capital Trust I

    -- Preferred Stock Preferred Stock, Confirmed at Baa2

Issuer: SunTrust Banks, Inc.

    -- Multiple Seniority Shelf, Confirmed at (P)Ba2, (P)Baa2

    -- Preferred Stock Preferred Stock, Confirmed at Ba2

Issuer: SunTrust Capital I

    -- Preferred Stock Preferred Stock, Confirmed at Baa2

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital III

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital IX

    -- Preferred Stock Preferred Stock, Confirmed at Baa2

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital VI

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital VIII

    -- Preferred Stock Preferred Stock, Confirmed at Baa2

Issuer: SunTrust Capital X

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital XI

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital XII

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital XIII

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital XIV

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Capital XV

    -- Preferred Stock Shelf, Confirmed at (P)Baa2

Issuer: SunTrust Preferred Capital I

    -- Preferred Stock Preferred Stock, Confirmed at Ba2

Issuer: SunTrust Real Estate Investment Corporation

    -- Preferred Stock Preferred Stock, Confirmed at Baa3

SunTrust Banks, Inc., headquartered in Atlanta, Georgia, reported
assets of $177 billion at June 30, 2009.


TITAN INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Titan
International, Inc., to stable from positive and affirmed the
company's B2 corporate family and probability of default ratings,
and the speculative grade liquidity rating of SGL-2.

The outlook change to stable from positive reflects a weakened
outlook for off-the-road wheels and tires.  The company's
Agricultural segment, 77% of Q2-2009 revenues, should continue to
perform relatively well due to expected good farm income levels,
but the Earthmoving/Construction segment, 20% of Q2-2009 revenues,
should remain weak into 2010 due to poor construction end markets.
Following a banner 2008 U.S. farm income level, Titan's credit
metrics have approached strong levels for the B2 rating, with LTM
June 2009 debt to EBITDA of 2.4 times (Moody's adjusted basis).
However, Moody's expects the company's performance to decline in
the coming quarters, leaving its credit profile solidly positioned
at the B2 level.  The stable outlook also reflects an assumption
that Titan will remain free cash flow positive through the current
downturn.  Titan has largely completed its mining tire expansion
project, and reduced capital spending should help offset an
anticipated decline in earnings over the near term.  Production
capacity from the expansion should offer meaningful upside
potential when the economy improves.

The B2 corporate family rating reflects expectation of moderate
leverage, continued annual profitability, and a good liquidity
profile, offset by material customer concentration and exposure to
cyclical construction and mining end markets.  The SGL-2
speculative grade liquidity rating reflects a view that Titan will
maintain a good liquidity profile over the next 12-month period.
Approximately $145 million in revolver availability and cash on
hand of $21 million existed as of June 30, 2009 -- these amounts
plus free cash flow should comfortably fund planned capital
spending and operational needs over the next 12 months.

These LGD assessment rate change has occurred:

  -- $193.8 million 8% senior unsecured notes due 2012 Caa1 LGD 5
     to 77% from 79%

Moody's last rating action on Titan occurred September 23, 2008,
when the rating outlook was changed to positive from stable.

Titan, headquartered in Quincy, IL, is a leading manufacturer of
wheels, tires and assemblies for off-highway vehicles serving the
agricultural, earthmoving/construction and consumer end markets.


TRADEWINDS MARINE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tradewinds Marine, Inc.
        605 Green Blvd.
        Aurora, IN 47001

Bankruptcy Case No.: 09-92903

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Eric C. Redman, Esq.
                  Bator Redman Bruner Shive & Ludwig
                  151 N Delaware St., Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  Email: ksmith@batorredman.com

Total Assets: $2,130,085

Total Debts: $1,514,676

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/insb09-92903.pdf

The petition was signed John C. Lewis, president of the Company.


TRAVEL WORM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Travel Worm, Incorporated
        6280 S. Valley View Blvd., Suite 502
        Las Vegas, NV 89118

Bankruptcy Case No.: 09-24868

Chapter 11 Petition Date: August 13, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: H Stan Johnson, Esq.
                  CJD Law Group, LLC
                  6293 Dean Martin Drive, Suite G
                  Las Vegas, NV 89118
                  Tel: (702) 220-7050
                  Fax: (702) 220-4577
                  Email: sjohnson@cjdnv.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/nvb09-24868.pdf

The petition was signed Marc Bercoon, secretary of the Company.


TRW AUTOMOTIVE: S&P Gives Stable Outlook; Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on TRW Automotive Inc. to stable from negative and affirmed the
ratings, including the 'B' corporate credit rating.

"The outlook revision follows S&P's analysis of the company's
intermediate-term financial prospects in light of its better-than-
expected second-quarter earnings, which benefited from aggressive
fixed-cost reductions," said Standard & Poor's credit analyst
Nancy Messer.  "We believe some portion of the cost reductions
will continue to benefit cash flow generation, even when auto
production increases in North America and Europe," she continued.

The outlook revision also reflects the company's recent equity
offering, which in S&P's view gives credence to TRW's goal of
deleveraging the balance sheet.  The company received proceeds of
about $269 million, which it will use to reduce senior secured
debt.  The company had total balance sheet debt of $3.0 billion on
July 3, 2009.

S&P now believes that there is less than a one-in-three chance
that S&P would downgrade the company in the year ahead, assuming
TRW's prospective earnings and cash flow performance have been
enhanced by the company's cost reductions.  Still, the company
will remain highly leveraged in the year ahead.  S&P assumes total
debt to EBITDA will decline to below 5.0x by the end of 2010.

Despite the positive recent developments, the second quarter was
weak.  TRW reported second-quarter sales of $2.7 billion, down 39%
year over year, on lower production volumes and the unfavorable
effect of foreign currency translation.  The company reported
EBITDA of $192 million, excluding restructuring costs, for the
second quarter, which brings first-half 2009 EBITDA, excluding
nonrecurring items, to $235 million.  Although EBITDA fell 53% in
the second quarter year over year, the company achieved a
relatively decent 7.1% EBITDA margin from cost-cutting
initiatives.  Although global auto production should increase in
2010, S&P is not assuming a strong economic rebound, whenever it
occurs, following the trough of the global recession.

S&P's rating on TRW reflects S&P's assumption that a very weak
global market for light vehicles in 2009 and into 2010 will cause
TRW to use significant cash.  S&P expects TRW's revenue to decline
about 30% in 2009 but rise somewhat in 2010, year over year.  S&P
believes TRW could use as much as $500 million in cash this year,
given weak auto production in Europe and the U.S.  S&P expects
light-vehicle sales to decline about 23% in North America this
year from 2008 levels, to 10.1 million units.  In 2010, S&P
expects North American vehicle sales to increase by 9%, but only
to 11 million units (still below the 2008 level of 13.2 million).

S&P also expects auto registrations in Europe to decline as well
this year, but by less than in the U.S., partly because of various
national scrappage programs designed to boost sales.  These
schemes are typically followed by a decline in future sales, and
S&P expects registrations in Europe to be lower in 2010 than in
2009.

S&P views TRW's business risk profile as weak, reflecting the
company's narrow market focus as a major Tier 1 supplier to
automakers in the global light-vehicle market.  Although the
company is well-diversified from a customer and geographic
perspective, the current economic downturn demonstrates the
limited benefits of diversity.  TRW manufactures active and
passive safety products (57% and 25% of 2008 revenues,
respectively), a focus S&P believes has above-average long-term
growth characteristics.  S&P believes TRW's No. 1 and No. 2 market
positions for most of its products provide evidence of its high-
quality products and service and the company's technological
expertise.  TRW derived 56% of its 2008 revenues from Europe, 30%
from North America, and 14% from the rest of the world.
Volkswagen AG, its largest customer, accounted for about 18% of
2008 sales.  Combined sales in North America to the Michigan-based
automakers accounted for about 23% of TRW's consolidated revenues.

TRW's liquidity is adequate for near-term needs following
execution of a credit facility amendment in June that raised the
company's borrowing availability on its revolving credit line
because covenants were relaxed.  TRW reported cash of $571 million
at July 3, 2009, and $905 million available on its $1.4 billion
revolving credit facility.

S&P expects TRW, along with other Tier 1 suppliers, to use working
capital in the second half of 2009 as automaker production rises.
It may also need working capital to support Tier 2 suppliers
during this production phase.  The company also has cash pension
and other post-employment benefit outlays for 2009 to 2011
approaching $600 million.

The outlook on TRW is stable, reflecting S&P's assumption that the
company has positioned itself to adequately weather the worst of
the current auto market downturn with sufficient liquidity to
support rising auto production in the months ahead.  S&P could
revise the outlook to negative or lower the ratings if the company
is not able preserve liquidity through aggressive working capital
management in the months ahead, when S&P assumes auto production
will rise somewhat in North America.  S&P could also lower the
ratings if S&P believed the company's use of cash would fail to
moderate by the end of 2009 or if the company appears poised to
use more than $500 million in 2009 and $200 million in 2010.

S&P could revise the outlook to positive or raise the ratings if
TRW can stem its high rate of cash flow consumption and
demonstrate that it is able to sustain improved margins resulting
from its recent and ongoing restructuring actions.  This outcome
is less likely in the year ahead because of difficult global
market conditions resulting from the recession in the U.S. and
much of Europe and from weak economic growth in France and
Germany.


US AIRWAYS: Counters Mitchell State Claims Using Travers Ruling
---------------------------------------------------------------
US Airways asked Judge Nancy Gertner of the U.S. District Court
for the District of Massachusetts, to take into account the
reasoning of Judge George A. O'Toole, Jr., in the case titled
Travers et al. v. JetBlue Airways Corp. and Flight Servs. and
Sys., Inc., and to promptly find all of Ben Mitchell et al.'s
state claims against it preempted by the Airline Deregulation Act.

US Airways asserts that the Travers case raises the same claims
that Mr. Mitchell does, based on same theories of liability and
same facts, against different airlines.  As with the Mitchell
plaintiff-skycaps, the Travers plaintiff-skycaps challenge the
airline-defendant's $2 bag charge for curbside check-in under the
Fair Labor Standards Act and various Massachusetts state law
claims, including tortious interference with business relations,
unjust enrichment or quantum merit, and violations of the
Massachusetts wage statutes.  In granting JetBlue's motion to
dismiss the Travers case, Judge O'Toole found that all of the
Massachusetts state claims were preempted by the ADA.

US Airways relates that the issue of the ADA preemption is
critical in the Mitchell litigation.  Particularly, US Airways
notes, in light of the Plaintiffs' settlement with defendant
PrimeFlight Aviation Services, Inc., if Judge Gertner agrees with
Judge O'Toole, ADA preemption could be dispositive of the
remainder of the case.

                  B. Mitchell, et al., Respond

Mr. Mitchell relates that two out of three courts in the District
of Massachusetts have denied motions filed by defendant airlines
to have state-law claims challenging the airlines' $2 per bag
charges for curbside check-in dismissed because the claims are
preempted by the ADA.

Specifically, Mr. Mitchell tells the Court, Judge William G.
Young denied American Airline's motion to dismiss on that basis
in DiFiore et al. v. American Airlines, Inc.  In his decision,
Judge Young recognized that the ADA was never intended to govern
the relationship between airlines and its workers but instead was
enacted with the purpose of regulating the airline-consumer
relationship.  Similarly, Mr. Mitchell says, the Court also
denied United Airlines' motion to dismiss on the same basis.

Mr. Mitchell asserts that Judge O'Toole got it wrong when he
disregarded the Plaintiffs' argument about the purpose of the
ADA, despite the fact that the Plaintiffs had included in their
briefing a discussion of Congress' intent in enacting the ADA.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Enters Deal with Delta for Service Expansions
---------------------------------------------------------
US Airways (NYSE: LCC) announced a transaction with Delta Air
Lines that will allow US Airways to expand service at Ronald
Reagan Washington National Airport (DCA), and enter key business
centers in Brazil and Japan.  US Airways will obtain 42 pairs of
Delta's slots at DCA and acquire the rights to expand to Tokyo,
Japan and Sao Paulo, Brazil.  Simultaneously, US Airways will
transfer 125 pairs of its slots to Delta at New York's LaGuardia
Airport (LGA).  One slot equals one takeoff or landing; so one
pair of slots equals one roundtrip flight.

US Airways will retain a significant presence at LGA.  The
reduction in flying necessitated by the transfer of LGA slots
will be accomplished through reductions in US Airways Express
flying.  The airline does not plan to make any changes to
mainline flight levels, including its popular US Airways Shuttle
service with hourly flights from New York to Boston and
Washington.  After the transaction is complete, US Airways will
be the third largest carrier at LGA (based on peak day
departures) and will operate up to 72 peak-day flights.

"We are very excited about today's announcement which
presents an excellent opportunity to strengthen our network while
bringing more jet air service to smaller communities from our
nation's capital," said US Airways Chairman and CEO Doug Parker.
"This transaction will improve US Airways' near and long-term
profitability to the benefit of our employees, our customers, the
communities we serve, and our shareholders."

The transaction is structured as two simultaneous asset sales and
is expected to be cash neutral to US Airways.  US Airways
estimates the transaction will improve profitability by
more than $75 million annually.

                         Washington, D.C.

"This is great news for travelers to and from the Washington, D.C.
region," said US Airways Senior Vice President, Marketing and
Planning Andrew Nocella.  "After the transaction is complete, US
Airways will provide nonstop service from DCA to 15 new daily
destinations, and to further ensure continuity for air travelers,
we also plan to maintain existing service today to all DCA
destinations that Delta may discontinue as a result of this
transaction."

The 15 new destinations US Airways will serve from DCA after this
transaction include seven markets that currently have service
to/from DCA today (Cincinnati, Ohio; Des Moines, Iowa; Grand
Rapids, Mich.; Madison, Wis.; Montreal, Canada; Miami, Fla.; and
Ottawa, Canada), as well as eight cities that currently have no
daily nonstop service to/from DCA at this time (Birmingham, Ala.;
Islip, N.Y.; Ithaca, N.Y.; Little Rock, Ark.; Myrtle Beach, S.C.;
Pensacola, Fla.; Savannah, Ga.; and Tallahassee, Fla.).

Mr. Nocella continued, "We also plan to increase the number of
seats we fly at DCA by using larger dual-class jets.  This will
increase capacity in a dense market, where demand continues to be
brisk, without the negative effects of additional congestion."

US Airways will operate 229 peak-day departures at DCA.  Following
full implementation of the new schedule, the airline anticipates
its passenger enplanements at DCA will increase by 30 to 35
percent as a result of the new flights and use of larger aircraft.
However, there will be no increase in net flight activity at DCA
due to Delta?s reduction in slots.

US Airways' expanded presence at DCA will create approximately 100
new US Airways jobs that will be allocated to DCA and throughout
the new regions where the airline is starting service.

                  Access to Sao Paulo and Tokyo

US Airways will also acquire from Delta the rights to operate
daily service at two of the world's most important business
destinations -- Sao Paulo, Brazil and Tokyo, Japan.  These two
cities will complement US Airways' existing portfolio of more than
50 international destinations in more than 30 countries and
territories across Europe, the Middle East, Latin America, North
America, and the Caribbean.

Mr. Nocella elaborated on the carrier's anticipated access to
those markets, "Sao Paulo and Tokyo will bolster our international
growth plans for South America and Asia, and this transaction
provides a unique opportunity to expand into two prominent
international business markets where US Airways would otherwise
not be able to operate."

With the transaction, US Airways has acquired the rights to serve
Sao Paulo; and anticipates starting service to Sao Paulo in the
second half of next year.  The airline's plan to begin daily
Charlotte-Rio de Janeiro service this December remains unchanged.
US Airways will be working with governmental authorities in both
countries to assist it in securing additional authority to permit
daily flights between Charlotte and both Rio de Janeiro and Sao
Paulo.

The Tokyo service is tentatively scheduled to operate from US
Airways' Phoenix hub using Airbus 330-200 aircraft.  It will
require various government approvals and will be contingent upon
economic conditions at the time.  The airline does not anticipate
starting Tokyo service until 2012 or later.

                            LaGuardia

US Airways will maintain a significant operation at LGA and plans
to operate up to 72 peak-day flights, making it the airport's
third largest carrier (based on peak day departures).  Mainline
flight levels will not be reduced, and the airline will continue
to operate its popular US Airways Shuttle with hourly service to
Washington, D.C. and Boston, as well as service to Charlotte and
Wilmington, N.C. and Philadelphia, and Pittsburgh, Penn.

US Airways Shuttle at LGA will operate out of the Marine Air
Terminal while service to Charlotte, Philadelphia, Pittsburgh,
and Wilmington will operate from terminal D.  The move to the
Marine Air Terminal is expected to occur in early 2010, and US
Airways intends to make enhancements to meet the needs of Shuttle
customers.

With 125 fewer slot pairs at LGA, US Airways plans to discontinue
service to 26 Express destinations served from LGA.  In a separate
announcement made earlier today, Delta Air Lines communicated its
intent with regard to the 125 slot pairs transferred to it by US
Airways.

The reduction in Express flying at LGA will result in the need for
approximately 300 fewer employees at US Airways' wholly owned
regional carrier, Piedmont Airlines.  Piedmont CEO Steve Farrow
said, "While this is good news for our parent company, US Airways,
it is very disappointing news for the Piedmont team.  Our
employees have done an excellent job of providing service to US
Airways and its customers.  We understand the need to optimize
assets, though, and we will ensure that all affected Piedmont
employees are treated fairly."

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc., at 'CCC'.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Has Codeshare Agreement With Japan's ANA Airways
------------------------------------------------------------
ANA and US Airways customers will soon enjoy the convenience of
integrated reservations and connections thanks to a new codeshare
agreement slated to begin September 16, pending both U.S.
Department of Transportation and Japanese government approval.

To celebrate the new agreement, US Airways and ANA will offer
double mileage to ANA Mileage Club (AMC) members traveling on all
US Airways-operated flights, both international and domestic, and
to Dividend Miles members traveling on all ANA-operated
international and domestic flights between Sept. 16 and
Nov. 30.

US Airways will place its US flight code on ANA flights between
Tokyo's Narita International Airport and Los Angeles, San
Francisco, Chicago, Washington, D.C. (IAD) and New York (JFK).
ANA will place its NH flight code on US Airways flights from the
above airports to Charlotte, N.C., Philadelphia, Phoenix and Las
Vegas.

Keisuke Okada, ANA's Executive Vice President, Alliances and
International Affairs, said, "As Star Alliance members, we already
give our customers the advantage of collecting and using
mileage on our respective networks.  With this new agreement in
place they will also have the convenience of using just one
flight code for their connecting journeys," he continued.

US Airways Senior Vice President Marketing and Planning Andrew
Nocella said, "We're pleased to expand our virtual network through
flights offered through ANA's impressive network at Tokyo's Narita
International Airport to more than 65 destinations in Japan and
Asia.  And integrated reservations and connections for our
customers mean simplified trip planning and one-itinerary travel."

The codeshare routes are:

ANA Operated/US Airways Marketed (Daily Operation)

  Narita - Los Angeles
  Narita - San Francisco
  Narita - Chicago (O'Hare)
  Narita - Washington, D.C. (IAD)
  Narita - New York (JFK)

US Airways Operated/ANA Marketed (Daily Operation)

  Washington, D.C. (IAD) - Charlotte
  Chicago (O'Hare) - Charlotte
  Chicago (O'Hare) - Philadelphia
  San Francisco - Las Vegas
  San Francisco - Phoenix
  Los Angeles - Las Vegas
  Los Angeles - Phoenix

                           About ANA

ANA is Japan's largest domestic carrier and the 10th largest
airline in the world by passenger load, according to IATA
rankings, carrying almost 50 million passengers every year to 52
destinations in Japan and 26 cities throughout Asia, Europe and
the US on its fleet of 210 aircraft.  ANA has won awards in all
categories for its product and services and was voted Airlines of
the Year for 2007 by Air Transport World Magazines.  ANA joined
the Star Alliance in 1999 and will celebrate its 10th year Star
Alliance membership.

ANA and US Airways are members of Star Alliance.  Their customers
enjoy access to a network of more than 17,000 daily flights to 916
airport destinations in 160 countries, and reciprocal benefits
such as mileage accrual, redemption and lounge access.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Reports July Traffic Results; RPMs Down 4.3%
--------------------------------------------------------
US Airways Group, Inc., announced July and year-to-date 2009
traffic results.  Mainline revenue passenger miles (RPMs) for the
month were 5.7 billion, down 4.3 percent versus July 2008.
Capacity was 6.5 billion available seat miles (ASMs), down 5.7
percent versus July 2008.  Passenger load factor for the month of
July was a record 86.4 percent, up 1.3 points versus July 2008.

US Airways President Scott Kirby said, "Our July consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) decreased approximately 15 percent versus the same period
last year while total revenue per available seat mile decreased
approximately 12 percent on a year-over-year basis.  We finished
July with strong close-in bookings and remain cautiously
optimistic about the demand environment as we enter the fall
season."

For the month of July, US Airways' preliminary on-time performance
as reported to the U.S. Department of Transportation (DOT) was
80.6 percent with a completion factor of 98.9 percent.

This summarizes US Airways Group's traffic results for the month
and year-to-date ended July 31, 2009 and 2008, consisting of
mainline operated flights as well as US Airways Express flights
operated by wholly owned subsidiaries PSA Airlines and Piedmont
Airlines:

                      US Airways Mainline
                              July

                                    2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       4,096,706   4,495,853      (8.9)
Atlantic                       1,201,608   1,022,372      17.5
Latin                            356,918     388,664      (8.2)
                                ---------   ---------
Total                          5,655,232   5,906,889      (4.3)

Mainline Available Seat Miles (000)

Domestic                       4,682,713   5,275,791     (11.2)
Atlantic                       1,440,346   1,206,445      19.4
Latin                            421,850     454,877      (7.3)
                                ---------   ---------
Total                          6,544,909   6,937,113      (5.7)

Mainline Load Factor (%)

Domestic                            87.5        85.2   2.3  pts
Atlantic                            83.4        84.7  (1.3) pts
Latin                               84.6        85.4  (0.8) pts
                                ---------   ---------
Total Mainline Load Factor          86.4        85.1   1.3  pts

Mainline Enplanements

Domestic                       4,078,556   4,468,929  (8.7)
Atlantic                         296,303     262,112  13.0
Latin                            295,484     325,531  (9.2)
                                ---------   ---------
Total Mainline Enplanements    4,670,343   5,056,572  (7.6)

                        QUARTER TO DATE

                                    2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      26,438,099  28,853,074  (8.4)
Atlantic                       5,187,957   4,935,864   5.1
Latin                          2,863,388   2,800,021   2.3
                               ----------  ----------
Total                         34,489,444  36,588,959  (5.7)

Mainline Available Seat Miles (000)

Domestic                      31,372,368  34,950,829 (10.2)
Atlantic                       6,777,414   6,346,572   6.8
Latin                          3,684,282   3,361,210   9.6
                               ----------  ----------
Total                         41,834,064  44,658,611  (6.3)

Mainline Load Factor (%)

Domestic                        84.3         82.6      1.7  pts
Atlantic                        76.5         77.8     (1.3) pts
Latin                           77.7         83.3     (5.6) pts
                              ----------  ----------
Total                           82.4         81.9      0.5  pts

Mainline Enplanements

Domestic                     26,892,863   29,467,616  (8.7)
Atlantic                      1,323,399    1,264,750   4.6
Latin                         2,303,704    2,270,471   1.5
                              ----------   ----------
Total                        30,519,966   33,002,837  (7.5)

                       US Airways Express
              (Piedmont Airlines, PSA Airlines)
                              July

                                   2009        2008    % Change

Express Revenue Passenger Miles (000)
Domestic                        205,108     207,176    (1.0)

Express Available Seat Miles (000)
Domestic                        280,678     291,911    (3.8)

Express Load Factor (%)
Domestic                           73.1        71.0     2.1  pts

Express Enplanements
Domestic                        756,790     735,432     2.9

                         YEAR TO DATE

                                   2009        2008   % Change

Express Revenue Passenger Miles (000)
Domestic                      1,232,352    1,291,768   (4.6)

Express Available Seat Miles (000)
Domestic                      1,835,062    1,912,680   (4.1)

Express Load Factor (%)
Domestic                           67.2         67.5   (0.3) pts

Express Enplanements
Domestic                      4,558,199    4,606,322   (1.0)

              Consolidated US Airways Group, Inc.
                             July

                                   2009         2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      4,301,814    4,703,029    (8.5)
Atlantic                      1,201,608    1,022,372    17.5
Latin                           356,918      388,664    (8.2)
                              ----------   ----------
Total                         5,860,340    6,114,065    (4.1)

Consolidated Available Seat Miles (000)

Domestic                      4,963,391    5,567,702   (10.9)
Atlantic                      1,440,346    1,206,445    19.4
Latin                           421,850      454,877    (7.3)
                              ----------   ----------
Total                         6,825,587    7,229,024    (5.6)

Consolidated Load Factor (%)

Domestic                           86.7        84.5   2.2 pts
Atlantic                           83.4        84.7  (1.3)pts
Latin                              84.6        85.4  (0.8)pts
                              ----------  ----------
Total                              85.9        84.6   1.3 pts

Consolidated Enplanements

Domestic                      4,835,346   5,204,361    (7.1)
Atlantic                        296,303     262,112    13.0
Latin                           295,484     325,531    (9.2)
                             ----------  ----------
Total                         5,427,133   5,792,004    (6.3)

                          YEAR TO DATE

                                   2009        2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     27,670,451   30,144,842  (8.2)
Atlantic                      5,187,957    4,935,864   5.1
Latin                         2,863,388    2,800,021   2.3
                              ----------   ----------
Total                        35,721,796   37,880,727  (5.7)

Consolidated Available Seat Miles (000)

Domestic                     33,207,430   36,863,509  (9.9)
Atlantic                      6,777,414    6,346,572   6.8
Latin                         3,684,282    3,361,210   9.6
                              ----------   ----------
Total                        43,669,126   46,571,291  (6.2)

Consolidated Load Factor (%)

Domestic                           83.3         81.8   1.5  pts
Atlantic                           76.5         77.8  (1.3) pts
Latin                              77.7         83.3  (5.6) pts
                              ----------   ----------
Total Consolidated Load Factor     81.8         81.3   0.5  pts

Consolidated Enplanements

Domestic                     31,451,062    34,073,938 (7.7)
Atlantic                      1,323,399     1,264,750  4.6
Latin                         2,303,704     2,270,471  1.5
                              ----------    ----------
Total                        35,078,165    37,609,159 (6.7)

US Airways is also providing a brief update on notable
company accomplishments during the month of July:

  * Announced a partnership with Gogo(R) Inflight Internet to
    provide Wi-Fi Internet access onboard 50 A321 aircraft,
    which will roll out in early 2010.  Full internet service,
    including Web, Instant Messaging, email and VPN access, will
    be available for purchase to passengers with laptops or Wi-
    Fi enabled devices.

  * Announced additional nonstop flights to Barbados from its
    Philadelphia hub.  US Airways will fly to Barbados four days
    a week starting Oct. 1, and then offer daily service for the
    winter season beginning Dec. 19.  With this new service, US
    Airways will offer customers an average of 109 weekly
    nonstop flights to 14 Caribbean destinations from
    Philadelphia International Airport during the peak Caribbean
    travel season.

  * Launched US Airways' first-ever service to the Middle East
    with daily nonstop flying to Tel Aviv from its international
    gateway at Philadelphia International Airport.  Tel Aviv is
    the third of three new trans-Atlantic routes from
    Philadelphia in 2009.  Birmingham, U.K. and Oslo, Norway
    offerings began in May.

         USAir: Fourth In On-Time Performance In June

US Airways finished fourth among major airlines in on-time
performance in June, edged out of third place by rival Southwest
Airlines, azcentral.com said in a report.  The airline's on-time
percentage -- defined as flights that arrive within 14 minutes of
schedule -- was 78 percent.  The report added that Southwest came
in at 78.1 percent.

According to azcentral.com, Tempe airline's employees get a $50
bonus for each top-three finish nationally in on-time
performance, baggage handling and fewest customer complaints.

Azcentral.com added that US Airways blames the results on better
on-time performance by the overall industry, with its competitors
focused on reducing delays and dramatic flight cutbacks.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc., at 'CCC'.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


VEER ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Veer Enterprises, LLC
           dba Ramada Plaza Hotel
           fka Holiday Inn Mt. Moriah
        2490 Mt. Moriah Road
        Memphis, TN 38115

Bankruptcy Case No.: 09-28868

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Richard Wurzburg Emerson                           09-28869

Chapter 11 Petition Date: August 14, 2009

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

Judge: George W. Emerson Jr.

Debtor's Counsel: Michael P. Coury, Esq.
                  Butler, Snow, O'Mara, Stevens & Cannada
                  Suite 500, 6075 Poplar Avenue
                  Memphis, TN 38119
                  Tel: (901) 680-7200
                  Fax: (901) 680-7201
                  Email: mike.coury@butlersnow.com

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

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

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

           http://bankrupt.com/misc/tnwb09-28868.pdf

The petition was signed by Parthiv Shah, managing member of the
Company.


VITESSE SEMICONDUCTOR: Non-Payment of Notes Affects Going Concern
-----------------------------------------------------------------
Vitesse Semiconductor Corporation's balance sheet at June 30,
2009, showed total assets of $107.63 million and total liabilities
of $160.26 million, resulting in a stockholders' deficit of
$52.63 million.

For three months ended June 30, 2009, the Company reported a net
income of $12.48 million compared with a net income of
$1.11 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $184.56 million compared with a net income of $6.35 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 said it is working to
either renegotiate the terms of or find a means to repay the 2024
Debentures.  However, to date, the Company has not been able to
renegotiate those terms or find a source of financing to
repurchase or refinance the 2024 Debentures.

The Company also related that failure to repurchase the 2024
Debentures would likely result in an event of default under the
2024 Debentures and cause an event of default under its
$30 million secured debt agreement, which in turn would likely
result in an acceleration of that debt as well.  The Strategic
Development Committee is exploring strategic alternatives for
repayment of the 2024 Debentures and strategies for restructuring
the terms of the 2024 Debentures.  There can be no assurance that
it will be successful in raising additional capital, entering into
any strategic transaction or renegotiating or settling all or any
part of the 2024 Debentures prior to Oct. 1, 2009.  If the Company
is unable to renegotiate or settle the 2024 Debentures, its
business, financial condition and results of operations will
likely be materially and adversely affected.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4223

Based in Camarillo, California, Vitesse Semiconductor Corporation
-- http://www.vitesse.com/-- designs, develops and markets a
diverse portfolio of high-performance, cost-competitive
semiconductor solutions for Carrier and Enterprise networks
worldwide.


WABASH NATIONAL: Weber to Replace Smith as SVP & CFO
----------------------------------------------------
Robert J. Smith, Senior Vice President and Chief Financial Officer
of Wabash National Corporation, provided notice to the Company on
August 12, 2009, that he has decided to resign from his position
effective August 31.  Mr. Smith has accepted an opportunity with a
privately held company headquartered in New York.

Wabash National appointed Mark J. Weber as Senior Vice President
and Chief Financial Officer, effective at the time of Mr. Smith's
resignation.  Mr. Weber will replace Mr. Smith as the Company's
principal financial officer and principal accounting officer.

Mr. Weber joined the Company in August 2005 as Director of
Internal Audit, was promoted in February 2007 to Director of
Finance, and since November 2007 has served as the Company's Vice
President and Corporate Controller.  Prior to joining the Company,
Mr. Weber was with Great Lakes Chemical Corporation from October
1995 through August 2005 where he served in several positions of
increasing responsibility within accounting and finance, including
Vice President of Finance.  Mr. Weber earned his Master's of
Business Administration and Bachelor of Science in Accounting from
Purdue University's Krannert School of Management.

As a result of his appointment as Senior Vice President and Chief
Financial Officer, Mr. Weber will be entitled to participate in
the Company's Change in Control Policy, Executive Severance Plan,
Deferred Compensation Plan and Retirement Benefit Plan.  Mr.
Weber's annual salary is $250,000 subject to the 16.75% reduction
in base pay for all Executive Officers and he is eligible for an
award in 2009 of up to 45% of his salary under the Company's
annual short term incentive plan on the same basis as the
Company's other officers.

As reported by the Troubled Company Reporter, Wabash National on
July 17, 2009, entered into a Third Amended and Restated Loan and
Security Agreement with its lenders, effective August 3, 2009,
with a maturity date of August 3, 2012.  The Amended Facility has
a capacity of $100 million, subject to a borrowing base, and
borrowings outstanding totaled $25.5 million at August 3, 2009.
The lenders waived certain events of default that had occurred
under the previous credit facility and waived the right to receive
default interest during the time the events of default had
continued.

Meanwhile, on August 14, the Company filed with the Securities and
Exchange Commission Amendment No. 1 on Form 10-K/A to its Annual
Report on Form 10-K for the year ended December 31, 2008, which
was filed with the SEC on April 14, 2009.  The Form 10-K/A
contains amendments to Item 1 Business; Item 7 Management's
Discussion and Analysis of Financial Condition and Results of
Operations; and Item 8 Financial Statements and Supplementary
Data.  The amendment does not reflect events occurring after the
Original Filing.  A full-text copy of the Amendment is available
at no charge at http://ResearchArchives.com/t/s?4237

Wabash noted that the adverse conditions in the economy in general
and the trailer industry in particular, and other factors prompted
its independent registered public accounting firm Ernst & Young
LLP -- in its report on the consolidated financial statements --
to include an explanatory paragraph with respect to substantial
doubt about the Company's ability to continue as a going concern.
Wabash said the presence of the going concern explanatory
paragraph may have an adverse impact on its relationship with
third parties with whom it does business, including customers,
vendors and employees and could make it challenging and difficult
for the Company to raise additional debt or equity financing to
the extent needed, all of which could have a material adverse
impact on its business, results of operations and financial
condition.

                       About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WAVERLY GARDENS: Can Employ Richard Bennett as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
has granted Waverly Gardens, LLC, and Kirby Oaks Integra, LLC,
permission to employ Richard D. Bennett, Esq., and the law firm of
Maiden & Bennett as special counsel, nunc pro tunc to October 2,
2008.

Ricard D. Bennett, Esq., has agreed to provide the Debtor
counseling related to all aspects of employment and labor
relations law, including the matters of employment discrimination,
wrongful terminations, violations of FMLA, and employment breach
of contract issues arising during the course of the case.

Mr. Bennett's hourly rate is $250.

Mr. Bennett, a principal at Maiden & Bennett, tells the Court that
the firm does not hold or represent any interest adverse to the
Debot or its estate, and is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Maiden & Bennett
     1155 Halle Park Circle, Suite 101
     Collierville, Tennessee 38017

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC, and
Kirby Oaks Integra, LLC -- http://www.waverlygardens.com/--
operate two senior living facilities consisting of a total of 248
units.  Waverly Gardens consists of 196 rental units and is
located at 6539 Knight Arnold Road, Memphis, Tennessee 38115.
Kirby Oaks consists of 52 rental units and is located at 6551
Knight Arnold Road, Memphis, Tennessee 38115.  The Debtors filed
separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn.
Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WILLIAM LYON: Posts $39.3 Million Net Income for June 30 Quarter
----------------------------------------------------------------
William Lyon Homes swung to a $39,387,000 net income for the three
months ended June 30, 2009, compared to net loss of $38,930,000
for the comparable period a year ago.  Consolidated operating
revenue decreased 45% to $77,407,000 for the three months ended
June 30, 2009 as compared to $140,089,000 for the comparable
period a year ago.

The Company reported net loss for the six months ended June 30,
2009 of $29,614,000 compared to net loss of $39,736,000 for the
comparable period a year ago.  Consolidated operating revenue
decreased 47% to $146,746,000 for the six months ended June 30,
2009, as compared to $277,526,000 for the comparable period a year
ago.

As of June 30, 2009, the Company had $828,629,000 in total assets
and $676,415,000 in total liabilities.

The Company incurred the write-off of land deposits and pre-
acquisition costs of $37,900,000 and $100,000, for the six months
ended June 30, 2009 and 2008, respectively, related to future
projects which the Company has concluded are not currently
economically viable.  These costs are included in cost of sales-
lots, land and other in the accompanying statements of operations.

The Company incurred impairment losses on real estate assets of
$20,918,000 for the three months ended June 30, 2008 with no
comparable amount in the 2009 period.  During the six months ended
June 30, 2009 and 2008, the Company incurred impairment losses on
real estate assets of $24,171,000 and $46,118,000, respectively.
The impairments were primarily attributable to slower than
anticipated home sales and lower than anticipated net revenue due
to depressed market conditions in the housing industry.  The
future undiscounted cash flows estimated to be generated were
determined to be less than the carrying amount of the assets.
Accordingly, the real estate assets were written-down to their
estimated fair value.

The number of homes closed for the three months ended June 30,
2009 was 202 homes, down 37% from 319 homes closed for the three
months ended June 30, 2008.  The number of homes closed for the
six months ended June 30, 2009 was 390, down 37% from 622 homes
closed for the six months ended June 30, 2008.

Net new home orders for the three months ended June 30, 2009
decreased 36% to 269 homes as compared to 418 homes for the three
months ended June 30, 2008.

On June 8, 2009 the Company announced the closing of its cash
tender offer to purchase its outstanding senior notes.  The
principal amount tendered by the Company on settlement of the
tender offer totaled $53,135,000, including $29,050,000 of the
7-5/8% Senior Notes, $2,376,000 of the 10-3/4% Senior Notes, and
$21,709,000 of the 7-1/2% Senior Notes.  The aggregate
consideration paid totaled $14,925,300, plus accrued interest.
The net gain resulting from the transaction totaled $37,040,000.

During the six months ended June 30, 2009, the Company purchased,
in a limited number of privately negotiated transactions, separate
from the tender offer, $31,271,000 principal amount of its
outstanding senior notes at a cost of $9,787,000, plus accrued
interest.  The net gain resulting from these transactions, after
giving effect to amortization of related deferred loan costs, was
$20,933,000.  Upon settlement of the transactions, the Company
authorized these Senior Notes to be cancelled.

Effective on January 1, 2008, the Company and its shareholders
made a revocation of the "S" corporation election.  As a result of
this revocation, the Company will be taxed as a "C" corporation.
The shareholders will not be able to elect "S" corporation status
for at least five years.  The revocation of the "S" corporation
election will allow taxable losses generated in 2008 to be carried
back to the 2006 "C" corporation year.  As a result of the change
in tax status, the Company recorded a deferred tax asset and
related income tax benefit of $41,602,000 as of January 1, 2008.
The recorded deferred tax asset reflected the tax refund for the
anticipated carry back of the estimated 2008 tax loss to 2006 as a
result of the reversal of temporary differences in 2008. The
Company received the tax refund in early 2009.  In addition, the
Company has unused built-in losses of $19,414,000 which are
available to offset future income and expire between 2010 and
2011.  The Company's ability to utilize the tax benefits will
depend upon the amount of its future taxable income and may be
limited under certain circumstances.

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?4233

Based in Newport Beach, California, William Lyon Homes --
http://www.lyonhomes.com/-- is primarily engaged in the design,
construction and sale of single family detached and attached homes
in California, Arizona and Nevada and at June 30, 2009 had 24
sales locations.

As reported by the Troubled Company Reporter on June 12, 2009,
Moody's Investors Service affirmed William Lyon's corporate family
rating of Caa2 and changed its probability of default rating to
Caa2/LD from Ca, following the company's announcement that its
tender offer, which was extended to all of its senior noteholders
on April 13, 2009, had expired on June 5, 2009.  Subsequent to the
offer, approximately $53 million (or 11%) of William Lyon's
outstanding senior notes were tendered at substantial discounts to
par.  The transactions constitute a distressed exchange and a
limited default by Moody's definition.

The TCR said June 18, 2009, that Standard & Poor's Ratings
Services raised its corporate credit rating on William Lyon to
'CCC-' from 'SD' (selective default).  The outlook is negative.
S&P also raised S&P's ratings on the company's senior unsecured
notes to 'CC' from 'D'.  The upgrades follow S&P's review of
William Lyon's capital structure with adjustments for the recent
tender for some of its notes.  Standard & Poor's credit analyst
James Fielding said, "We viewed the below-par exchange as
tantamount to default given the distressed financial condition of
the company.  S&P's 'CCC-' corporate credit rating on the company
reflects S&P's view that the company remains highly leveraged on a
pro forma basis, as well as our expectations that covenant
pressures will heighten if operating losses continue to mount."


WISE METALS: Sees 54% Decline in Q2 Sales From Year Ago
-------------------------------------------------------
Wise Metals Group LLC informed the Securities and Exchange
Commission that it is unable to file its Quarterly Report on Form
10-Q for the three and six months ended June 30, 2009, by the
August 14, 2009 deadline.

Because the Company has recently devoted substantial time and
effort to the filing of its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009, which was filed on July 9, 2009, as
well as other corporate activities, the Company does not have
adequate time to complete the preparation of its consolidated
financial statements for the three and six months ended June 30,
2009, by the filing deadline without unreasonable effort or
expense.  The Company will file its Form 10-Q as soon as
practicable.

The Company expects that sales decreased by 54% to $161.6 million
for the quarter ended June 30, 2009, compared to $350.0 million
for the same period in 2008, and decreased by 52% to
$319.4 million for the six months ended June 30, 2009, compared to
$665.7 million for the same period in 2008.  The corresponding
cost of sales decreased by 51% to $167.2 million for the quarter
ended June 30, 2009, compared to $344.7 million for the same
period in 2008, and decreased by 45% to $352.3 million for the six
months ended June 30, 2009, compared to $644.6 million for the
same period in 2008.  Reflected in these results is a 48% decrease
in metal costs which decreased from an average of $1.33 per pound
in the first half of 2008 to $0.69 per pound in the first half of
2009.

In the Company's Annual Report on Form 10-K for the year ended
December 31, 2008, the Company identified a material weakness in
its internal control over financial reporting because the Company
has not maintained sufficient staff with appropriate training in
US GAAP and SEC financial rules and regulations.  A material
weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be
prevented or detected on a timely basis.  Despite making progress
during the six months ended June 30, 2009, the Company's remedial
actions are ongoing and not yet complete.  Therefore, the material
weakness identified has not been remediated as of June 30, 2009.

As the Company finalizes its preparation of the consolidated
financial statements for the three and six months ended June 30,
2009, additional material weaknesses may be identified.

                      About Wise Metals Group

Based in Baltimore, Maryland, Wise Metals Group LLC includes Wise
Alloys, the world's third-leading producer of aluminum can stock
for the beverage and food industries; Wise Recycling, one of the
largest, direct-from-the-public collectors of aluminum beverage
containers in the United States, operating shipping and processing
locations throughout the United States that support a network of
neighborhood collection centers; and Listerhill Total Maintenance
Center, specializing in providing maintenance, repairs and
fabrication to manufacturing and industrial plants worldwide
ranging from small on-site repairs to complete turn-key
maintenance.

                           *     *     *

As reported by the Troubled Company Reporter on July 16, 2009,
Moody's Investors Service commented that the Caa3 corporate family
rating and negative rating outlook for Wise Metals LLC would not
be immediately impacted by the company's disclosure of weak
results in its delayed first quarter financial statements filed on
July 9, 2009.  The prior rating action for Wise Metals was on
September 27, 2006, when the probability of default rating of Caa3
was assigned.  The credit opinion was updated on September 29,
2008.

As reported in the TCR on March 20, 2009, Standard & Poor's
Ratings Services revised its outlook on Wise Metals to negative
from developing.  At the same time, Standard & Poor's affirmed its
'CCC' corporate credit rating.


ZUROMA RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Zuroma Restaurant Group, Inc.
        2140 Hall Johnson Rd., Suite 118
        Grapevine, TX 76051

Bankruptcy Case No.: 09-45037

Chapter 11 Petition Date: August 14, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

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

             http://bankrupt.com/misc/txnb09-45037.pdf

The petition was signed Rick Brewster, president of the Company.


* Matt Bialecki Joins Alvarez & Marsal as Managing Director
-----------------------------------------------------------
Matt Bialecki has joined Alvarez & Marsal as a managing director
in the Dispute Analysis & Forensic Services division.  A&M is one
of the leading independent global professional services firms
specializing in performance improvement, turnaround management and
business advisory services.

According to Jonathan Vanderveen, a managing director with A&M
Dispute Analysis & Forensic Services in Chicago, "Matt joins our
firm at exactly the right time in this economic cycle.  His
experience as a consulting and expert witness in litigation
matters, as well as a consultant and neutral arbitrator in post-
acquisition disputes strengthens our position in this space going
forward.  We welcome him to the team."

Prior to joining A&M, Mr. Bialecki was a partner with Deloitte
Financial Advisory Services, LLP, in Chicago.  While at Deloitte,
he was the Midwest and North Central regions' professional
practice director, the Midwest insurance industry leader, and the
Midwest insurance industry fraud specialist for the forensic and
dispute practice serving as a fraud specialist for large insurance
clients.  He has significant expertise in complex damage analyses
involving lost profits, reasonable royalty, prejudgment interest,
convoyed sales, accelerated reentry, unjust enrichment and lost
sales on disputes involving breach of contract, intellectual
property, class actions, accountant's liability and fraud.  Mr.
Bialecki has been an expert, consultant and neutral arbitrator in
post-acquisition disputes and other matters involving the
application of Generally Accepted Accounting Principles and
Generally Accepted Auditing Standards.  He has assisted clients
with internal investigations, SEC and other regulatory inquiries
and investigations, and restatements.

Mr. Bialecki earned a bachelor's degree in public accounting from
Loyola University of Chicago, and is a Certified Public Accountant
licensed in the states of Illinois and California.  He is a member
of the Association of Certified Public Accountants (AICPA), the
Illinois CPA Society and the Association of Certified Fraud
Examiners (ACFE).  Mr. Bialecki is also certified through the
AICPA in Financial Forensics; and is a member of the select AICPA
Taskforce on Merger and Acquisition Disputes.

          About A&M Dispute Analysis & Forensic Services

For more than 25 years, Alvarez & Marsal (A&M) --
http://www.alvarezandmarsal.com/-- a global professional services
firm, has set the standard for working with organizations to solve
complex problems, improve performance, drive critical change and
maximize value for stakeholders.  The firm has nearly 1600
professionals in offices across North America, Europe, the Middle
East, Asia, and Latin America.

Although most visible for restructuring engagements, A&M has
amassed a diverse group of seasoned professionals with deep
financial, accounting, economic, regulatory, industry and
technical expertise around the globe who provide investigation and
litigation services in cases such as Lehman Brothers and
Washington Mutual.  This group includes forensic accountants;
certified public accountants and chartered accountants; certified
fraud examiners; former chief executives; former SEC, Financial
Services Authority, and Officer of the Comptroller of the Currency
professionals; PHD economists; interim management professionals;
banking and securities professionals; chartered financial
analysts; and forensic technology specialists. A&M provides
critical assistance in litigation and arbitration, financial
investigations and restatements and forensic technology.
A founder of the modern day restructuring industry, Alvarez &
Marsal has been honored numerous times by the Turnaround
Management Association and has been recognized as one of the top
ten best firms to work for by Consulting Magazine.


* Goldman's Tuft Hired by Lazard for IPO Advisory Push
------------------------------------------------------
Lazard Ltd said August 18 that Tom Tuft, one of the leading
bankers in equity capital markets, will join the firm as Chairman,
Global Capital Markets Advisory, and a Vice Chairman, US
Investment Banking in November.  Mr. Tuft, based in New York,
will join Lazard from Goldman Sachs & Co., where he most recently
served as Chairman of its Equity Capital Markets group.

"Tom is one of the most highly regarded professionals on Wall
Street and we are excited that he has decided to join Lazard as a
senior member of the team," said Bruce Wasserstein, Chairman and
CEO of Lazard.  "Advising clients regarding capital structure and
financing needs is a key growth area for the firm.  We are
delighted to have one of the most experienced bankers in equity
capital markets join us in continuing to build this important
business."

"I have great respect for Lazard and its people, many of whom I
know well, and I consider the firm to have great potential for
growth in the capital markets advisory area," said Mr. Tuft.  "I
am deeply grateful for my career at Goldman Sachs and look forward
to joining Lazard, and to the challenges and opportunities of my
new position."

Mr. Tuft joined Goldman Sachs in 1976 as a vice president in
Institutional Sales and co-founded its Equity Capital Markets
business in 1985.  He became head of that business in 1998, and
was named Chairman in 2004.  Over the span of 25 years, he led or
played a key role in a variety of equity offerings in the U.S. and
landmark privatizations worldwide, including solicitation,
marketing, management and pricing of domestic and international
equity issues.  Mr. Tuft is Chairman of the Roundabout Theatre
Company, a Vice President of the Board of Trustees of the Whitney
Museum of American Art and on the Board of Directors of Boys &
Girls Harbor and the Cancer Research Institute.

Lazard's U.S. Equity Capital Markets business provides advice to
corporations with respect to all forms of public and private
equity, and equity-linked financings, including initial public
offerings, follow-on and convertible financings and private
placements.

                           About Lazard

Lazard Ltd (NYSE: LAZ) --http://www.lazard.com/-- one of the
world's preeminent financial advisory and asset management firms,
operates from 39 cities across 24 countries in North America,
Europe, Asia, Australia, Central and South America. With origins
dating back to 1848, the firm provides advice on mergers and
acquisitions, strategic matters, restructuring and capital
structure, capital raising and corporate finance, as well as asset
management services to corporations, partnerships, institutions,
governments, and individuals.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: August 10, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 **