TCR_Public/090825.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 25, 2009, Vol. 13, No. 235

                            Headlines

531 BERGEN LLC: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Sells Ownership Stake in Quebec Inc.
ACCREDITED HOME: Committee Tosses Out Objection to $22 Mil. Deal
ADIR M CORP: Construction Delays, Recession Cue Chapter 11 Filing
AINSWORTH LUMBER: S&P Affirms 'B-' Corporate Credit Rating

ALL PHASE: Performance & Payment Bonds Not Executory Contracts
AMERICAN AXLE: Fitch Affirms Junk Issuer Default Rating
AMERICAN CAPITAL: S&P Cuts Counterparty Credit Rating to 'B-'
ARVINMERITOR: Fitch Keeps Junk Issuer Default Rating
ASARCO LLC: East Helena Smoke Stacks Demolished

ASARCO LLC: Parent Appeals SCC Bidders' Expense Reimbursements
ASARCO LLC: Wants Plan Related Documents From Parent
ASSOCIATED CONTRACTING: Case Summary & 20 Largest Unsec. Creditors
ATLANTIC CITY HILTON: Defaults on Monthly Interest Payment of Loan
ATTORNEYS TITLE INSURANCE: AM Best Downgrades Credit Rating to C-

AVISTAR COMMUNICATIONS: Nasdaq to Delist Shares Effective Aug. 31
BEAZER HOMES: Moody's Assigns Default Rating at 'Caa2/LD'
BEREAN CHRISTIAN: Sold to 2 Investors, Operations Continue
BERNARD MADOFF: Prosecutors Want DiPascali's Assets Seized
BERNARD MADOFF: Not Terminally Ill, Says Bureau of Prisons

BIOPURE CORPORATION: OPK to Purchase All Assets for $4 Million
BRADKEN INC: Moody's Downgrades Corporate Family Rating to 'B3'
CALYPTE BIOMEDICAL: Delays Filing of June 30 Quarterly Report
CARROLL COUNTY: S&P Downgrades Rating on $20 Mil. Bonds to 'BB-'
CHAMPION ENTERPRISES: S&P Cuts Corporate Credit Rating to 'CC'

CHARTER COMMUNICATIONS: Plan May Have Reached Impasse
CHINA HEALTH: June 30 Balance Sheet Upside-Down by $6 Million
CLARE HOUSE: Voluntary Chapter 11 Case Summary
COLLINS & AIKMAN: Moody's Affirms 'B2' Corporate Family Rating
COLONIAL BANCGROUP: Bank Receivership Cues Default on Securities

COLONIAL BANCGROUP: Colonial Bank Failure Hits Client Taylor Bean
COLONIAL BANCGROUP: DBRS Downgrades All Ratings to D
COLONIAL BANK: S&P Withdraws 'CCC-' Rating on Various Bonds
CRUCIBLE MATERIALS: Wants to Sell All Assets; 2 Units Have Buyer
CRUCIBLE MATERIALS: Plan Exclusivity Extended Until Dec. 2

CRUSADER ENERGY: Wants Plan Filing Deadline Extended
CT INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CUNNINGHAM BROADCASTING: Payment of $33.5MM Loan Moved to Oct. 30
DAYTON SUPERIOR: To Send Plan Ballots in September
DEIDRA NEWTON: Case Summary & 20 Largest Unsecured Creditors

DEVELOPERS DIVERSIFIED: S&P Cuts Rating on Unsecured Debt to 'BB'
DOLLAR GENERAL: Moody's Hikes Outlook on 'B2' Rating to Positive
DOLLAR GENERAL: S&P Puts 'B+' Rating on CreditWatch Positive
DOUBLE EXPOSURE: Recession Led to Chapter 11 Bankruptcy
DOW INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

DRAIN DOCTORS: Voluntary Chapter 11 Case Summary
DYNAMOTIVE ENERGY: Posts $3MM Net Loss in Six Months Ended June 30
ELEMENT ALUMINUM: Auctions Substantially All Assets Today
ENCORIUM GROUP: Posts $2MM Q2 Loss, May Dissolve by Q1 2010
ESCADA AG: U.S. Unit to Honor Customer Programs

ESCADA AG: U.S. Unit to Pay Debt to Common Carriers
ESCADA AG: U.S. Unit to Pay Prepetition Employee Wages
ESCADA AG: Various Parties Interested in Assets, Brand Name
ESSAR STEEL: Moody's Reviews 'Caa1' Corporate Family Rating
FIRST UNITED: Doesn't Expect Chapter 11 as Margins Improve

GANNETT CO: Moody's Confirms Corporate Family Rating at 'Ba1'
GENERAL MOTORS: Board Postpones Opel Sale Decision
GENERAL MOTORS: KDB Won't Provide Daewoo Aid Absent Long-Term Plan
GENERAL MOTORS: New GM Hikes Production in U.S. & Canada
GENERAL MOTORS: Toyota to Terminate Nummi Venture in March 2010

GENERAL MOTORS: Close to Signing Deal to Sell Hummer to Chinese
GRANT AFRICAN: Case Summary & 20 Largest Unsecured Creditors
GUARANTY FINANCIAL: To File for Chapter 11 as Bank Seized
HARRIS INTERACTIVE: Bell Won't Stand for Re-Election as Chairman
HARRIS INTERACTIVE: Board Approves Targets Under 2010 Bonus Plan

HARRIS INTERACTIVE: Posts $700,000 Net Loss for Qrtr Ended June 30
HARRY MARSHAK: Case Summary & 12 Largest Unsecured Creditors
HAWAIIAN TELCOM: ACE Group Wants Leave to File Late Claim
IMAX CORP: Inks Underwriting Deal With Roth Capital on Shares Sale
IMPERIAL INDUSTRIES: Posts $2.43MM Net Loss for 1H of 2009

JEFFERSON COUNTY: Moody's Affirms 'Caa1' Rating on $270 Mil. Debt
LEHMAN BROTHERS: Deal Ending Fidelity Open Trade Confirmation
LEHMAN BROTHERS: Objections to LBI Trustee's Denial of Claims
LEHMAN BROTHERS: Rentenbank to Probe LBSF & LBHI Consolidation
LEHMAN BROTHERS: WaMu Wants Lift Stay to Keep Foreclosure Action

LEHMAN BROTHERS: Prudential Sues LBSF to Set Off vs. Collateral
LYONDELL CHEMICAL: Parent Expects to Continue to Lag Plan in Q3
LYONDELL CHEMICAL: To Restart Channelview PO/SM Unit in September
MANAGED HEALTH: Moody's Gives Positive Outlook, Keeps 'B3' Rating
MARC DREIER: List of Fraud Victims Released

MARKUS KLINKO: Files for Chapter 11 Bankruptcy Protection
MAYAPPLE LLC: Case Summary & 4 Largest Unsecured Creditors
MERRILL CORPORATION: Moody's Cuts Corporate Family Rating to 'B3'
MERRILL LYNCH: BofA Denies Pre-Merger Deception in Bonuses
MILACRON INC: Investor Group Completes Purchase of Business

NATIONAL GOLD: Owner Opens Another Coin Dealing Firm
MICHAEL MCCULLOUGH: Case Summary & 15 Largest Unsecured Creditors
OCALA FUNDING: Moody's Junks Ratings on Subordinated Notes
OLD TIME POTTERY: Fails to Extend Credit Pacts, Files for Ch 11
OLD TIME POTTERY: Case Summary & 20 Largest Unsecured Creditors

OPUS SOUTH: Wants Time to Remove Actions Until Nov. 18
OPUS SOUTH: Obtains Nod to Auction Calm Waters Property
OPUS WEST: Contracts to be Assigned at August 27 Auction
OVERLAND DIRECT: Case Summary & 6 Largest Unsecured Creditors
PACIFIC ENERGY: Wants Court to Approve Supplemental Incentive Plan

PALMETTO GREENS: Seeks to Block Carolina Shores Foreclosure Sale
PATHEON INC: Lonza Group Deal Won't Affect Moody's 'B2' Rating
PEOPLES COMMUNITY: Nasdaq to Delist Shares Effective August 31
PHILADELPHIA NEWSPAPERS: Chief Says Publications Are Viable
RACKSPACE HOSTING: Two Executives to Liquidate Portion of Holdings

RADIOSHACK CORPORATION: Share Repurchase Won't Move Moody's Rating
RAINBOWS UNITED: Sacks President & CEO Lorraine Dold
READER'S DIGEST: Files Chapter 11 Petition to Implement Plan
READER'S DIGEST: Case Summary & 30 Largest Unsecured Creditors
REDDY ICE: Officers Set, Amend Stock Trading Plans With Brokers

RICHARD LACK: Case Summary & 9 Largest Unsecured Creditors
S & D INC: Case Summary & 10 Largest Unsecured Creditors
SAXBYS COFFEE: Asks More Time for Schedules & Creditors List
SEMGROUP LP: Judge OKs Sale of Assets to Seaco and 71
SENTINEL MGMT: Trustee May Not Sue on Claim Assigned by Creditors

SILICON GRAPHICS: Could Liquidate Assets if Plan is Not Confirmed
SIMON WORLDWIDE: Posts $466,000 Net Loss for June 30 Quarter
SIX FLAGS: Files Revised Plan With Stock for Lenders
SIX FLAGS: Committee Opposes $7.5MM Houlihan Transaction Fee
SIX FLAGS: Operations Inc.'s Schedules of Assets & Debts

SIX FLAGS: Operations Inc.'s Statement of Financial Affairs
SIX FLAGS: Theme Park Unit's Schedules of Assets And Debts
SIX FLAGS: Theme Park Unit's Statement of Financial Affairs
SPANSION INC: To Sell Suzhou Facility to Powertech Technology
SPANSION INC: Applies to Hire Ryan as Texas Consultant

SPANSION INC: Asks for Court Nod to Reject Cadence Contract
STANFORD GROUP: Vantis Gets Funds for SIB Antiguan Liquidation
STANFORD GROUP: Receiver Faces Criticism & Possible Removal
STAR GAS: Moody's Upgrades Corporate Family Rating to 'B2'
STATION CASINOS: Founder Frank Fertitta Jr. Dies at Age 70

STILLWATER MINING: S&P Affirms 'B-' Corporate Credit Rating
STINSON PETROLEUM: Court Moves Statement Filing Until September 9
STINSON PETROLEUM: Files List of 20 Largest Unsecured Creditors
STINSON PETROLEUM: Section 341(a) Meeting Scheduled for October 2
STINSON PETROLEUM: Taps Harris Jernigan as Bankruptcy Counsel

SUN-TIMES MEDIA: Uses Up Another $3.8MM in Cash in July 2009
SUNRA COFFEE: Case Summary & 22 Largest Unsecured Creditors
T MUTHU KUMAR: Section 341(a) Meeting Scheduled for September 16
TAYLOR BEAN: Files for Chapter 11; Neil Luria Named CRO
TAYLOR BEAN: Case Summary & 20 Largest Unsecured Creditors

TAYLOR CAPITAL: Fitch Downgrades Issuer Default Rating to 'B-'
TENNECO INC: Fitch Affirms 'B-' Issuer Default Rating
THELEN LLP: Settles Schiff Hardin Contract Suit for $1.12-Mil.
THOMAS ACI: Case Summary & 20 Largest Unsecured Creditors
TIPJOY INC: Won't Pursue Funding, Shuts Down Operations

TISHMAN SPEYER: S&P Downgrades Corporate Credit Rating to 'D'
TRIBUNE CO: Sale to Rickets to Net $740MM Cash + 5% Stake in Cubs
TRONOX INC: Stipulation Resolving Dunn-Edwards Pact Dispute
TRW AUTOMOTIVE: Fitch Affirms 'B-' Issuer Default Rating
VALCOM INC: Posts $584,783 Net Loss in Nine Months Ended June 30

VELOCITY EXPRESS: Management Group Scraps Recapitalization Deal
X-RITE INC: Has Deal to Reduce 2nd Lien Debt by $41.6 Million
VIEW SYSTEMS: Balance Sheet Upside-Down by $225,969 as of June 30
WASHINGTON MUTUAL: Noteholders Group May Be Forced to Reveal Names
WINDSOR CENTURY: Meeting of Creditors Scheduled for September 8

WILLIAM BLINCOE: Meeting of Creditors Scheduled for September 1

* Kathryn Coleman Joins Hughes Hubbard as Partner
* Rochdale Analyst Forecasts 150 to 200 More U.S. Bank Failures

* Large Companies With Insolvent Balance Sheets

                            *********

531 BERGEN LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 531 Bergen LLC
        POB 380135
        Brooklyn, NY 11238

Bankruptcy Case No.: 09-47172

Chapter 11 Petition Date: August 21, 2009

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Bruce Weiner, Esq.
                  Rosenberg Musso & Weiner LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  Email: rmwlaw@att.net

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

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

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

The petition was signed by Jeremiah O'Brien, sole member of the
Company.


ABITIBIBOWATER INC: Sells Ownership Stake in Quebec Inc.
--------------------------------------------------------
AbitibiBowater Inc. and its affiliates notified the U.S.
Bankruptcy Court and parties-in-interest that they are selling
Bowater Canadian Forest Products, Inc.'s 50% ownership stake in
90324286 Quebec Inc., or the Girardville Nursery for C$750,000.

The Purchase Price is equivalent to approximately US$680,827,
based on the closing mid-point rate as of July 21, 2009 as
reflected in The Financial Times.

Under an offer of acquisition, the purchaser is contemplated to
either be:

  -- the "Cooperative de travailleurs actionnaire de serres et
     pepinieres Girardville," a cooperative of certain of the
     employees of Girardville Nursery; or

  -- 90324286 Quebec Inc. itself, through which the Debtors
     owned 50% ownership stake.

Neither of the Potential Purchasers is affiliated with the
Debtors.

Absent the resolution of objections to the Notice, if any, the
Miscellaneous Assets will only be sold, transferred or abandoned
upon the Court's order.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates
27 pulp and paper facilities and 34 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  Marketing its products in more than 90 countries, the
Company is also among the world's largest recyclers of old
newspapers and magazines, and has more third-party certified
sustainable forest land than any other company in the world.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ACCREDITED HOME: Committee Tosses Out Objection to $22 Mil. Deal
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Accredited Home
Lenders Holding Co.'s cases has withdrawn its objection to the
company's $22 million settlement in a securities class action,
according to Law360.  The Committee did not give a reason for the
withdrawal of their objection to the settlement, the report says.

In March 2007, AHLHC was served with a class action, "Atlas v.
Accredited Home Lenders Holding Co., et al.," brought with the
U.S. District Court for the Southern District of California.
The complaint alleges violations of federal securities laws by
AHLHC and certain members of senior management.

                       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.


ADIR M CORP: Construction Delays, Recession Cue Chapter 11 Filing
-----------------------------------------------------------------
Miro Cafe, under corporate entity Adir M. Corp., has filed for
Chapter 11 bankruptcy protection, listing $50,000 to $100,000 in
assets, and $500,000 to $1 million in liabilities owed to more
than a dozen creditors.

According to Adrianne Pasquarelli at Crain's New York, Miro Cafe's
creditors include Bartlett Dairy & Food Service and cupcake shop
Crumbs.  Court documents say that Bartlett Dairy is still
supplying the Miro Cafe with dairy products, as it has been for
over nine years, and is currently owed $9,000.  Crain's relates
that Miro Cafe also owes Iron King Construction Inc. $280,000.

Crain's states that construction delays coupled with the recession
blocked the Miro Cafe owner Meir Maslavi's plans for the eatery.

Miro Cafe is a popular eatery in SoHo, in New York City.


AINSWORTH LUMBER: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including the 'B-' long-term corporate credit rating, on Ainsworth
Lumber Co. Ltd.  The outlook is negative.  At the same time, S&P
revised the recovery rating on Ainsworth's 'B-' rated unsecured
debt to '4' from '3'.  A '4' recovery rating represents an average
(30%-50%) recovery in a default scenario.

S&P lowered the recovery rating on the unsecured debt to reflect a
higher unsecured debt amount outstanding at default than S&P
previously assumed due to the payment-in-kind feature on this
debt.  The recovery rating on the 'B+' rated senior secured notes
is unchanged at '1', indicating an expectation of very high (90%-
100%) recovery in the event of default.

"The ratings on Ainsworth reflect S&P's view of the company's
exposure to the volatile oriented strandboard market, expectations
of weak profitability until 2011, and a highly leveraged capital
structure," said Standard & Poor's credit analyst Jatinder Mall.
"We believe these risks are partially mitigated by the company's
low cost position stemming from strong Canadian assets and what
S&P consider adequate liquidity to weather weak industry
conditions in the next two years," Mr. Mall added.

Ainsworth is a leading oriented strandboard producer in North
America with operations in Canada and the U.S.  With the closure
and curtailments of capacity, the company's total annual capacity
is about 1.6 billion square feet of OSB.

The company's cost profile has improved with the permanent closure
of its three OSB mills in Minnesota and indefinite closure of its
High Level, Alta., OSB mill.  This means that once demand and
prices do rebound, Ainsworth's profitability will likely improve.
All of the company's Canadian mills have long-term supply
agreements to meet most of their fiber requirements.

The negative outlook on the company reflects Standard & Poor's
expectations that profitability will remain weak in the near term
given market conditions for OSB producers, with no marked
improvement in credit metrics until 2011.  S&P could lower the
ratings on Ainsworth if a combination of lower OSB prices and
higher costs lead to a cash burn rate that is greater than
anticipated, and liquidity dips below C$100 million in the next 12
months.  On the other hand, an upgrade is unlikely given industry
conditions but would require improvement in the company's
profitability, with a funds-from-operations-to-debt ratio of about
12%-15% and leverage of below 5.5x.


ALL PHASE: Performance & Payment Bonds Not Executory Contracts
--------------------------------------------------------------
WestLaw reports that performance and payment bonds issued by a
surety company on the Chapter 11 debtor's behalf in connection
with an electrical contract between the debtor and a municipality
were not "executory contracts" and, thus, the company failed to
show "cause" for stay relief to terminate them.  Both the debtor
and the company performed the obligations required of them as of
the operative dates, the bankruptcy court found.  The company had
issued the bonds as required and the debtor had paid the requisite
bonds premium.  The debtor did not have an obligation to complete
the electrical contract, as work on the project had been suspended
by the municipality.  The remaining obligations which the debtor
purportedly had underperformed were mere contingencies that might
never materialize.  In re All Phase Electrical Contracting, Inc.,
--- B.R. ----, 2009 WL 2382546 (Bankr. D. Conn.) (Shiff, J.).

All Phase Electrical Contracting, Inc. --
http://www.allphaseeci.com/-- sought chapter 11 protection
(Bankr. D. Conn. Case No. 08-50494) on June 6, 2008.  Mario
DeMarco, Esq., in Port Chester, N.Y., represents the Debtor.  In
its Schedules of Assets and Liabilities -- see
http://bankrupt.com/misc/Connb08-50494.pdf-- All Phase disclosed
$175,280 in assets and $9,954,224 in liabilities.


AMERICAN AXLE: Fitch Affirms Junk Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has taken these ratings actions on certain U.S.
auto suppliers:

American Axle

  -- Issuer Default Rating is affirmed at 'CCC', removed from
     Rating Watch Negative and assigned a Stable Outlook;

ArvinMeritor

  -- IDR 'CCC' remains on Rating Watch Negative;

Tenneco

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook;

TRW Automotive

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook.

The rating action concludes the Rating Watch that was initiated on
Dec. 11, 2008, due to concerns about possible bankruptcies by
General Motors and Chrysler LLC; following the bankruptcies by the
two automakers, the Rating Watch remained in effect due to
concerns about post-bankruptcy vehicle volumes at GM and Chrysler.
ArvinMeritor remains on Rating Watch Negative for separate
matters.  Both GM and Chrysler emerged from Chapter 11 and the
extended production shutdowns are complete.  Furthermore, the auto
supply base has not faced serious disruptions despite some
bankruptcies such as Hayes-Lemmerz International, Lear
Corporation, Metaldyne Corp. and Visteon Corp.  While the Rating
Watch has been removed, Fitch views the global automotive
environment as challenging in the near term and on a longer term
basis, the suppliers should benefit from the significant
restructuring actions taken before and during the global
automotive slump.

Fitch continues to believe that North American vehicle sales
volumes will improve in the second half of 2009 versus the first
half of the year.  Drivers for the modest improvements against the
first half are the government's 'Cash for Clunkers' program which
is nearly completed; aggressive vehicle pricing; consumers' access
to vehicle financing which was difficult to obtain in the early
part of 2009; and a reduction in dealer inventories.  With higher
production volumes, auto suppliers will be using cash for working
capital needs in the second half of the year, and Fitch expects
most suppliers should have adequate liquidity while production
ramps up.  Fitch believes this to be the case given that many
suppliers have amended financial covenants to ensure access to
revolving credit facilities.  American Axle is currently trying to
obtain covenant relief as well as other modifications to its
credit agreement to ensure its access to liquidity as discussed
below.

Looking ahead to 2010, Fitch continues to see gains in vehicle
sales in North America which should enable the suppliers to gain
operating efficiencies; in Europe vehicle sales are likely to
decline.  Fitch expects to see free cash flow to be negative for
many suppliers; it may be another year in which many suppliers
restrict capital expenditures.  Balance sheets for the auto
suppliers are likely to remain damaged for some time.

                           American Axle

Fitch has removed the 'CCC' IDR from Rating Watch Negative and
assigned a Stable Outlook to American Axle.  The actions are based
on Fitch's expectation that the company will succeed in finalizing
two key related items: 1) an agreement with GM; and 2) an
amendment with lenders.  Both will need to occur to ensure that
the company maintains access to liquidity.  If both are completed,
the company will receive a one-time payment of $110 million from
GM.  Furthermore, GM will offer American Axle a $100 million
delayed-draw second lien term loan which extends through 2013 and
American Axle can also receive expedited payments through the end
of 2013.  In return, American Axle will offer warrants to GM which
will be up to 19.9% of its common shares (7.4% initially and up to
an additional 12.4% if American Axle draws on the second lien term
loan); it will also agree to an access and security agreement.

These two items are expected to be completed by the end of August
given that American Axle has received a second extension to its
waiver and amendment which extends through Aug. 31, 2009.  Fitch
expects that lenders would be willing to consent to modifications
to the credit agreement.

As of June 30, 2009, American Axle's liquidity was $285 million
consisting of $284 million in cash and equivalents and $1 million
of availability on its revolving credit facility.  The company was
not in compliance with covenants as of June 30 and as a result, it
drew down nearly all of the revolver.  The secured revolver
provides commitments of $476.9 million through April 2010.  After
that, the commitment is reduced to $369.4 million and expires in
December 2011.  Aside from the reduction in the size of the
revolver in 2010 and its final maturity in 2011, American Axle
does not have any debt maturities until its $250 million term loan
is due in 2012.

Fitch projects that American Axle will not generate free cash flow
in 2009 following the negative free cash flow of $322 million in
2008, despite significant improvement and flexibility to its fixed
cost structure.  Capital expenditures are expected to be
$140 million - $150 million, which would be flat to slightly
higher than the $140 million spent in 2008.  Dividends were
suspended in January 2009 and cost-cutting efforts were made
before and during the global automotive slump.

Additional headwinds will come from the company's need to make
pension and other retirement plan contributions in 2009.  At the
end of 2008, American Axle's pension plan was 55% funded, or
$255 million underfunded.  The company expects funding
requirements to be $20 million in 2009.  Other post-retirement
obligations are expected to require $15 million of funding.

                           ArvinMeritor

ArvinMeritor's 'CCC' rating remains on Rating Watch Negative given
Fitch's view that the company continues to face significant risks
in its ability to execute the divestiture of the remaining assets
in the light vehicle segment which have been a significant use of
cash, the potential need for an amendment for covenant relief for
the quarter ending Sept. 30, 2009, and ongoing weakness in truck
demand in Europe.  Fitch notes that ArvinMeritor has made some
progress divesting assets in the light vehicle segment but
concerns remain about shedding the rest of the assets given the
cash burn from the segment and the company's potential for needing
an amendment.

Fitch expects that operating losses and restructuring costs will
produce negative cash flows in 2009.  Liquidity as of June 30,
2009 was $532 million consisting of $456 million of availability
on the credit facility and $76 million of cash.  ArvinMeritor has
indicated that it requires $75 million to $100 million of
liquidity for operations, and Fitch believes that even if this
estimate proves to be conservative, ArvinMeritor's liquidity
should be adequate for the near term provided lenders grant
covenant relief on the credit agreement, if required.

ArvinMeritor has no debt maturities until the bank agreement
matures in 2011 and the company's pension is moderately
underfunded in dollar terms.  At the end of the last measurement
date (June 30, 2008), it was underfunded by $115 million (or 7%).
Given the performance of the equity markets since then, Fitch
expects to see the underfunded status increase, which could
require incremental contributions over the next several years.

                             Tenneco

The company's IDR of 'B-' has been removed from Rating Watch
Negative and a Stable Outlook has been assigned.  Fitch believes
that the company has appropriate covenants for the challenging
automotive environment, a diverse product offering and geographic
distribution.  In 2008, the company received approximately 20% of
its revenues from GM and 2% from Chrysler.  Like other suppliers,
Tenneco felt the impact of the extended production shutdowns;
however, with the production restarts at the auto makers and
Tenneco's restructuring efforts, profits should improve in the
second half of 2009 versus the first half.

Liquidity as of June 30, 2009 was $444 million consisting of
$333 million of availability on its credit facility and cash of
$111 million.  Liquidity excludes availability on the U.S accounts
receivable program as well as the European accounts receivable
programs, some of which can be canceled with 30 days notice.
Furthermore, Tenneco once again can use receivables from GM and
Chrysler in its $100 million U.S. accounts receivable program;
this facility extends through February 2010.  Importantly, the
company does not have any significant debt maturities until 2012
when $700 million of the $830 million of the credit facility
expires.  Tenneco has a $249 million underfunded pension plan,
which due to losses in the equity and fixed income markets in
2008, is likely to require incremental contributions over the near
term.  At the end of 2008, the pension plan's funding status was
59%.

                          TRW Automotive

Fitch has affirmed the 'B-' rating and removed the Rating Watch
Negative.  A Stable Outlook has also been assigned.  The actions
reflect improved operating performance, the recent equity
issuance, a credit agreement amendment, and significant liquidity.
In 2008, GM and Chrysler accounted for 13.5% and 9.6%,
respectively, of TRW's sales globally in 2008.  TRW recently
raised equity and net proceeds were $269 million, all of which was
earmarked for debt reduction.  One-third of the net proceeds, or
$89 million, was used to reduce the term loans while the balance
was used to lower borrowings on the revolving credit facility.

Liquidity at the end of the recent quarter was $1,476 million
consisting of $905 million of credit facility availability and
$571 million of cash.  In June 2009, the company's credit
agreement was amended and its financial covenants were reset for
the more challenging automotive environment.  Despite the
termination of the U.S. accounts receivables securitization
facility, a net decrease in European factoring facilities, and
Fitch's expectation for negative cash flow in 2009, Fitch
estimates that the company's liquidity profile should be
sufficient over the near term.

TRW has no near-term debt maturities and the revolver extends
through 2012.  The company's $600 million Term Loan A has required
amortization of $54 million in 2010, $120 million in 2011,
$225 million in 2012 and $150 million in 2013.  TRW's $500 million
Term Loan B also amortizes and requires payments of $2.75 million
in 2009 and $0.5 million a year until the final payment in 2014.

For more details on the auto suppliers, please see Fitch's report
'Liquidity Focus: U.S. Auto Suppliers', dated June 9, 2009.
Readers should note that since that publication date, TRW
Automotive was downgrade by one notch as noted in the TRW
Automotive press release dated June 30, 2009.

Fitch affirms these ratings:

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-/RR3';
  -- Senior unsecured notes 'C/RR6';
  -- Outlook Stable.

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC';
  -- Outlook Stable.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+/RR2';
  -- Senior secured second lien notes 'CC/RR6';
  -- Senior unsecured notes to 'CC/RR6';
  -- Subordinated notes 'CC/RR6';
  -- Outlook Stable.

TRW Automotive Holdings Corp.

  -- IDR 'B-;
  -- Outlook Stable.

TRW Automotive, Inc.

  -- IDR 'B-';
  -- Secured bank facility 'B+/RR2';
  -- Senior unsecured notes 'CC/RR6';
  -- Outlook Stable.

This rating remains on Rating Watch Negative:

ArvinMeritor

  -- IDR 'CCC' and on Rating Watch Negative;
  -- Secured 'B/RR1';
  -- Senior unsecured 'CC/RR5'.


AMERICAN CAPITAL: S&P Cuts Counterparty Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
ratings on Bethesda, Maryland-based American Capital Ltd.,
including lowering the long-term counterparty credit rating to
'B-' from 'BB-'.  The outlook is negative.

The rating action reflects the accelerated deterioration in the
firm's realized earnings and reported leverage in second-quarter
2009, as well as the weakening performance of its portfolio
companies.  The firm's coverage of interest by realized earnings
that are not dependent on investment exits declined significantly
to 1.0x in the second quarter from 1.8x in the previous quarter
and 2.9x for 2008.  Moreover, while S&P had expected further
portfolio depreciation, the unrealized write-downs in the second
quarter, coupled with the slowdown in investment exits, has driven
leverage to 2.3x -- well above the 1.0x that had been required by
covenants and is required for compliance with business development
company regulations.

"We believe that mending the firm's balance sheet will take an
extended period during which it will continue to face uncertainty
in negotiations with lenders.  In S&P's opinion, the firm's
financial woes and uncertain future increase ACAS' franchise risk,
and could lead key personnel to depart for healthier investment
firms," said Standard & Poor's credit analyst Jeffrey Zaun.

S&P's concerns are partially offset by capital levels that
continue to provide some cushion against losses.  If ACAS is able
to find some breathing room under its covenants, S&P believes
management will be in a better position to shrink the firm's
portfolio and pay down debt, which should improve leverage and
debt-service coverage metrics.

The negative outlook reflects S&P's expectation that the credit
quality of the firm's loan portfolio will continue to deteriorate.
It also takes into account uncertainty with respect to ACAS's
ability to successfully negotiate covenant relief.  S&P expect
interest coverage will remain weak and that ACAS's access to
equity or term funding could remain impaired well into 2010.

"We could lower the rating further if ACAS is unable to negotiate
covenant relief or if management is unable to improve leverage and
coverage metrics.  On the other hand, S&P could revise the outlook
to stable if the firm can satisfactorily amend its debt covenants,
improve its debt metrics, and stabilize its portfolio
performance," Mr. Zaun added.


ARVINMERITOR: Fitch Keeps Junk Issuer Default Rating
----------------------------------------------------
Fitch Ratings has taken these ratings actions on certain U.S.
auto suppliers:

American Axle

  -- Issuer Default Rating is affirmed at 'CCC', removed from
     Rating Watch Negative and assigned a Stable Outlook;

ArvinMeritor

  -- IDR 'CCC' remains on Rating Watch Negative;

Tenneco

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook;

TRW Automotive

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook.

The rating action concludes the Rating Watch that was initiated on
Dec. 11, 2008, due to concerns about possible bankruptcies by
General Motors and Chrysler LLC; following the bankruptcies by the
two automakers, the Rating Watch remained in effect due to
concerns about post-bankruptcy vehicle volumes at GM and Chrysler.
ArvinMeritor remains on Rating Watch Negative for separate
matters.  Both GM and Chrysler emerged from Chapter 11 and the
extended production shutdowns are complete.  Furthermore, the auto
supply base has not faced serious disruptions despite some
bankruptcies such as Hayes-Lemmerz International, Lear
Corporation, Metaldyne Corp. and Visteon Corp.  While the Rating
Watch has been removed, Fitch views the global automotive
environment as challenging in the near term and on a longer term
basis, the suppliers should benefit from the significant
restructuring actions taken before and during the global
automotive slump.

Fitch continues to believe that North American vehicle sales
volumes will improve in the second half of 2009 versus the first
half of the year.  Drivers for the modest improvements against the
first half are the government's 'Cash for Clunkers' program which
is nearly completed; aggressive vehicle pricing; consumers' access
to vehicle financing which was difficult to obtain in the early
part of 2009; and a reduction in dealer inventories.  With higher
production volumes, auto suppliers will be using cash for working
capital needs in the second half of the year, and Fitch expects
most suppliers should have adequate liquidity while production
ramps up.  Fitch believes this to be the case given that many
suppliers have amended financial covenants to ensure access to
revolving credit facilities.  American Axle is currently trying to
obtain covenant relief as well as other modifications to its
credit agreement to ensure its access to liquidity as discussed
below.

Looking ahead to 2010, Fitch continues to see gains in vehicle
sales in North America which should enable the suppliers to gain
operating efficiencies; in Europe vehicle sales are likely to
decline.  Fitch expects to see free cash flow to be negative for
many suppliers; it may be another year in which many suppliers
restrict capital expenditures.  Balance sheets for the auto
suppliers are likely to remain damaged for some time.

                           American Axle

Fitch has removed the 'CCC' IDR from Rating Watch Negative and
assigned a Stable Outlook to American Axle.  The actions are based
on Fitch's expectation that the company will succeed in finalizing
two key related items: 1) an agreement with GM; and 2) an
amendment with lenders.  Both will need to occur to ensure that
the company maintains access to liquidity.  If both are completed,
the company will receive a one-time payment of $110 million from
GM.  Furthermore, GM will offer American Axle a $100 million
delayed-draw second lien term loan which extends through 2013 and
American Axle can also receive expedited payments through the end
of 2013.  In return, American Axle will offer warrants to GM which
will be up to 19.9% of its common shares (7.4% initially and up to
an additional 12.4% if American Axle draws on the second lien term
loan); it will also agree to an access and security agreement.

These two items are expected to be completed by the end of August
given that American Axle has received a second extension to its
waiver and amendment which extends through Aug. 31, 2009.  Fitch
expects that lenders would be willing to consent to modifications
to the credit agreement.

As of June 30, 2009, American Axle's liquidity was $285 million
consisting of $284 million in cash and equivalents and $1 million
of availability on its revolving credit facility.  The company was
not in compliance with covenants as of June 30 and as a result, it
drew down nearly all of the revolver.  The secured revolver
provides commitments of $476.9 million through April 2010.  After
that, the commitment is reduced to $369.4 million and expires in
December 2011.  Aside from the reduction in the size of the
revolver in 2010 and its final maturity in 2011, American Axle
does not have any debt maturities until its $250 million term loan
is due in 2012.

Fitch projects that American Axle will not generate free cash flow
in 2009 following the negative free cash flow of $322 million in
2008, despite significant improvement and flexibility to its fixed
cost structure.  Capital expenditures are expected to be
$140 million - $150 million, which would be flat to slightly
higher than the $140 million spent in 2008.  Dividends were
suspended in January 2009 and cost-cutting efforts were made
before and during the global automotive slump.

Additional headwinds will come from the company's need to make
pension and other retirement plan contributions in 2009.  At the
end of 2008, American Axle's pension plan was 55% funded, or
$255 million underfunded.  The company expects funding
requirements to be $20 million in 2009.  Other post-retirement
obligations are expected to require $15 million of funding.

                           ArvinMeritor

ArvinMeritor's 'CCC' rating remains on Rating Watch Negative given
Fitch's view that the company continues to face significant risks
in its ability to execute the divestiture of the remaining assets
in the light vehicle segment which have been a significant use of
cash, the potential need for an amendment for covenant relief for
the quarter ending Sept. 30, 2009, and ongoing weakness in truck
demand in Europe.  Fitch notes that ArvinMeritor has made some
progress divesting assets in the light vehicle segment but
concerns remain about shedding the rest of the assets given the
cash burn from the segment and the company's potential for needing
an amendment.

Fitch expects that operating losses and restructuring costs will
produce negative cash flows in 2009.  Liquidity as of June 30,
2009 was $532 million consisting of $456 million of availability
on the credit facility and $76 million of cash.  ArvinMeritor has
indicated that it requires $75 million to $100 million of
liquidity for operations, and Fitch believes that even if this
estimate proves to be conservative, ArvinMeritor's liquidity
should be adequate for the near term provided lenders grant
covenant relief on the credit agreement, if required.

ArvinMeritor has no debt maturities until the bank agreement
matures in 2011 and the company's pension is moderately
underfunded in dollar terms.  At the end of the last measurement
date (June 30, 2008), it was underfunded by $115 million (or 7%).
Given the performance of the equity markets since then, Fitch
expects to see the underfunded status increase, which could
require incremental contributions over the next several years.

                             Tenneco

The company's IDR of 'B-' has been removed from Rating Watch
Negative and a Stable Outlook has been assigned.  Fitch believes
that the company has appropriate covenants for the challenging
automotive environment, a diverse product offering and geographic
distribution.  In 2008, the company received approximately 20% of
its revenues from GM and 2% from Chrysler.  Like other suppliers,
Tenneco felt the impact of the extended production shutdowns;
however, with the production restarts at the auto makers and
Tenneco's restructuring efforts, profits should improve in the
second half of 2009 versus the first half.

Liquidity as of June 30, 2009 was $444 million consisting of
$333 million of availability on its credit facility and cash of
$111 million.  Liquidity excludes availability on the U.S accounts
receivable program as well as the European accounts receivable
programs, some of which can be canceled with 30 days notice.
Furthermore, Tenneco once again can use receivables from GM and
Chrysler in its $100 million U.S. accounts receivable program;
this facility extends through February 2010.  Importantly, the
company does not have any significant debt maturities until 2012
when $700 million of the $830 million of the credit facility
expires.  Tenneco has a $249 million underfunded pension plan,
which due to losses in the equity and fixed income markets in
2008, is likely to require incremental contributions over the near
term.  At the end of 2008, the pension plan's funding status was
59%.

                          TRW Automotive

Fitch has affirmed the 'B-' rating and removed the Rating Watch
Negative.  A Stable Outlook has also been assigned.  The actions
reflect improved operating performance, the recent equity
issuance, a credit agreement amendment, and significant liquidity.
In 2008, GM and Chrysler accounted for 13.5% and 9.6%,
respectively, of TRW's sales globally in 2008.  TRW recently
raised equity and net proceeds were $269 million, all of which was
earmarked for debt reduction.  One-third of the net proceeds, or
$89 million, was used to reduce the term loans while the balance
was used to lower borrowings on the revolving credit facility.

Liquidity at the end of the recent quarter was $1,476 million
consisting of $905 million of credit facility availability and
$571 million of cash.  In June 2009, the company's credit
agreement was amended and its financial covenants were reset for
the more challenging automotive environment.  Despite the
termination of the U.S. accounts receivables securitization
facility, a net decrease in European factoring facilities, and
Fitch's expectation for negative cash flow in 2009, Fitch
estimates that the company's liquidity profile should be
sufficient over the near term.

TRW has no near-term debt maturities and the revolver extends
through 2012.  The company's $600 million Term Loan A has required
amortization of $54 million in 2010, $120 million in 2011,
$225 million in 2012 and $150 million in 2013.  TRW's $500 million
Term Loan B also amortizes and requires payments of $2.75 million
in 2009 and $0.5 million a year until the final payment in 2014.

For more details on the auto suppliers, please see Fitch's report
'Liquidity Focus: U.S. Auto Suppliers', dated June 9, 2009.
Readers should note that since that publication date, TRW
Automotive was downgrade by one notch as noted in the TRW
Automotive press release dated June 30, 2009.

Fitch affirms these ratings:

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-/RR3';
  -- Senior unsecured notes 'C/RR6';
  -- Outlook Stable.

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC';
  -- Outlook Stable.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+/RR2';
  -- Senior secured second lien notes 'CC/RR6';
  -- Senior unsecured notes to 'CC/RR6';
  -- Subordinated notes 'CC/RR6';
  -- Outlook Stable.

TRW Automotive Holdings Corp.

  -- IDR 'B-;
  -- Outlook Stable.

TRW Automotive, Inc.

  -- IDR 'B-';
  -- Secured bank facility 'B+/RR2';
  -- Senior unsecured notes 'CC/RR6';
  -- Outlook Stable.

This rating remains on Rating Watch Negative:

ArvinMeritor

  -- IDR 'CCC' and on Rating Watch Negative;
  -- Secured 'B/RR1';
  -- Senior unsecured 'CC/RR5'.


ASARCO LLC: East Helena Smoke Stacks Demolished
-----------------------------------------------
The three smoke stacks of ASARCO LLC in its East Helena, Montana
facility were demolished on August 14, 2009, Eve Byron of
Independent Record reports.

The East Helena lead smelter has not been in operation since
2001.  The iconic 200-foot, 400-foot and 425-foot stacks have
stood for decades over East Helena.

The demolition, which was witnessed by thousands of people
scattered around the facility was an emotional moment for many
residents, Ms. Byron says.

"As history fell to the ground, I looked around the crowd and saw
quite a few tears," Lewis and Clark County Sheriff Leo Dutton was
quoted by the Independent Record as saying.  "I picked up a piece
of the stack . . . and will put it on my desk to memorialize this
day," he added.

                        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)


ASARCO LLC: Parent Appeals SCC Bidders' Expense Reimbursements
--------------------------------------------------------------
To recall, ASARCO LLC sought and obtained the Bankruptcy Court's
approval for the reimbursement of expenses incurred by certain
bidders in connection with the potential auction and sale of all
or a portion of the judgment entered on April 15, 2009, by the
U.S. District Court for the Southern District of Texas,
Brownsville Division, in favor of ASARCO LLC, in the litigation
against Americas Mining Corporation relating to shares of Southern
Peru Copper Company, now known as Southern Copper Corporation.

Americas Mining Corporation and Asarco Incorporated notified the
U.S. Bankruptcy Court for the Southern District of Texas that
they will take an appeal to the U.S. District Court for the
Southern District of Texas of Judge Schmidt's Expense
Reimbursement Order dated July 29, 2009, with respect to expenses
incurred by certain bidders in connection with the potential
auction and sale of all or a portion of the judgment entered on
April 15, 2009, by the U.S. District Court for the Southern
District of Texas, Brownsville Division, in favor of ASARCO LLC,
in the litigation against Americas Mining Corporation relating to
shares of Southern Peru Copper Company, now known as Southern
Copper Corporation.

The Parent wants the District Court to determine whether the
Bankruptcy Court erred:

  (1) as a matter of law, in approving ASARCO LLC's
      Reimbursement Motion;

  (2) in approving the Reimbursement Motion pursuant to
      Section 363 of the Bankruptcy Code;

  (3) in finding that the Expense Reimbursement is "fair,
      reasonable, and appropriate" and "designed to maximize the
      value of ASARCO's estate";

  (4) in finding that ASARCO established a "compelling and sound
      business justification for the Expense Reimbursement";

  (5) in finding that approval of Expense Reimbursements is "in
      the best interests of ASARCO and its estate, creditors,
      interest holders, stakeholders, and all other parties in
      interest";

  (6) in approving the procedures and guidelines for Expense
      Reimbursements set forth in the Reimbursement Motion,
      including procedures related to notice, determination of
      notice parties, objections, and disposition of objections;

  (7) in authorizing and empowering ASARCO to take steps, expend
      sums of money, and do other things to implement and effect
      the Reimbursement Order;

  (8) in granting ASARCO's request to file under seal Exhibits B
      and C of the Reimbursement Motion; and

  (9) in sealing Exhibits B and C of the Seal Motion and
      Exhibits 3, 4, and 5 at the hearing on the Seal Motion.

                        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)


ASARCO LLC: Wants Plan Related Documents From Parent
----------------------------------------------------
The Bankruptcy Court previously partly denied ASARCO LLC's
request to compel the production of financial documents and
communications because the counsel for Americas Mining
Corporation and Asarco Incorporated argued that the requested
communications were confidential and that producing those
sensitive information could potentially harm negotiations between
the Parent and any banking institutions.

The Court, however, ordered that once the Parent had a commitment
letter or definitive financing agreement, the Parent would be
required to produce those documents and tender a witness for
deposition.  When the Court asked the Parent's counsel when it
expected to receive a signed commitment letter, the Parent
responded "some time toward the end of July."  The Court then
made clear that "if [the Parent] don't get the commitment letter
they ain't going to get their plan confirmed," relates Jack L.
Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas.

Mr. Kinzie contends that the Confirmation Hearing is ongoing, and
despite the Parent's assurance and the Court's subsequent
statement, the Parent still has not produced a binding
commitment.  He also points out that while the Parent has
indicated that it is working on its commitment, it also suggested
that it "expects" to get a financing commitment "when [it] knows
[it has] a confirmed plan," but is deferring finalizing the
commitment because doing so "would require the expenditure of
tens of millions of dollars of commit[ment] fees."

Mr. Kinzie contends that the Parent presumably has responsive
financial documents at this late stage of the confirmation
process.  He emphasizes that to determine the feasibility of the
Parent's Amended Chapter 11 Plan, all interested parties should
be entitled to see and analyze terms of any financing agreement.

By this motion, ASARCO asks the Court to compel the Parent to
produce financing documents and communications with any financial
institutions.

The financing documents continue to be relevant to the
feasibility of the Parent Plan -- specifically, the Parent's
ability to finance its Plan -- and the Parent's previously
articulated reasons for withholding those documents
communications are no longer justified, Mr. Kinzie argues.  He
points out that without access to communications between the
Parent and possible lenders of financing to fund the Parent Plan,
neither ASARCO nor the Court can determine the likelihood that
the Parent will be able to finance the Parent Plan or assess the
terms of any financing.

ASARCO also sought and obtained the Court's nod for an expedited
hearing on the request.

           ASARCO Seeks Docs on Seventh Amended Plan

In a subsequent emergency request, ASARCO asks the Court to
compel the Parent to produce documents relevant to the Parent's
Seventh Amended Plan of Reorganization filed on August 17, 2009.
ASARCO contends that the Court should order the Parent to produce
the requested financing documents and communications between the
Parent and financial institutions because they continue to be
relevant to the Parent's ability to finance its Plan.

Mr. Kinzie relates that the Parent has produced a draft form of a
commitment letter, which according to the Parent will provide the
means by which the Parent will fund $1.5 billion of the
consideration under the Parent's Seventh Amended Plan.  The
Parent has also produced a draft form of an Indicative Term
Sheet.

"The Draft Commitment Letter and Indicative Term Sheet fail to
provide sufficient information to enable the parties or the Court
to determine whether the Parent can finance the amounts required
to fund its obligations under the Seventh Amended Plan," Mr.
Kinzie argues.

"This court cannot rely upon redacted unexecuted commitment
letters in making the decision about whether to confirm the
Parent's Plan," Mr. Kinzie says.  "The Parent must demonstrate
its ability to obtain this [$1.5 billion] financing, while at the
same time fulfilling all of its other obligations under the
Seventh Amended Plan, and in a manner that does not hamper
Reorganized ASARCO's ability to operate effectively post-
confirmation," he adds.

Mr. Kinzie insists that the two redacted documents that the
Parent has produced woefully fall short of demonstrating the
Parent's ability to meet its obligations, and in no manner enable
the Debtors or the Court to test the Parent's ability to do so.

                        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)


ASSOCIATED CONTRACTING: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Associated Contracting, LLC
        P.O. Box 458
        West Liberty, KY 41472

Bankruptcy Case No.: 09-10514

Chapter 11 Petition Date: August 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Ashland)

Debtor's Counsel: Dean A. Langdon, Esq.
                  200 N Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.com

Total Assets: $1,211,094

Total Debts: $22,145,234

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/kyeb09-10514.pdf

The petition was signed by L. Barrett Frederick, registered agent
of the Company.


ATLANTIC CITY HILTON: Defaults on Monthly Interest Payment of Loan
------------------------------------------------------------------
Atlantic City Hilton Casino Resort said in a filing with the New
Jersey Casino Control Commission for the quarter ended June 30,
2009, that it failed to make its monthly interest payment and
other monthly funding requirements related to a loan agreement,
due to the severe impact of the current economic conditions.

On April 26, 2005, RIH Acquisitions NJ, LLC, acquired most of the
assets and assumed certain liabilities of four casino properties,
including ACH, from Caesars Entertainment Inc. and Harrah's
Entertainment Inc.  The debt incurred to finance the Acquisition
(the Term Loans) was carried on the balance sheet of RIH and was
not allocated to the Company.

In October 2006, RIH refinanced its outstanding debt by entering
into a Commercial Mortgage Backed Security with JP Morgan Chase.
The Loan Agreement has a principal amount of $960 million.  Under
the Loan, the total principal is allocated to each of the RIH
operating properties including ACH.  The Loan originally was to
mature November 9, 2008, and included the option to extend the
life of the Loan for three successive terms of one year each.  In
November 2008, RIH exercised this option and extended the term of
the loan for at least one year.

The Loan Agreement does not require periodic principal payments
prior to the maturity date.

However, monthly interest payments are required using a rate of
LIBOR plus 2.65%. As of June 30, 2009, the interest rate was
approximately 2.97%.

On July 9, 2009, the Company failed to make its monthly interest
payment and other monthly funding requirements related to the Loan
Agreement.  This triggered an event of default of its obligations
under that loan agreement.  Since then, the Company has been in
negotiations with the lender to modify the terms of the loan
agreement.  As of June 30, 2009, the outstanding indebtedness
under the Loan Agreement was $348.2 million, plus related accrued
interest of $868,000.

The cash flows of ACH and the other casino properties acquired by
RIH are the only source to fund the interest payments of the debt
issued by RIH.  Substantially all of the Company's assets are
pledged as collateral on the RIH credit facility, and the Company
is named as a guarantor on RIH's credit agreement.

As of June 30, 2009, ACH reported $408,230,000 in total assets,
$372,082,000 in liabilities, and $36,148,000 in stockholders',
partners', or proprietor's equity.

The Company's financial statements are available at:

               http://ResearchArchives.com/t/s?42e2

                   About Atlantic City Hilton

Atlantic City Hilton was first built by Steve Wynn in 1980 and
named Golden Nugget Atlantic City.  The Resorts Atlantic City and
Atlantic City Hilton are managed as a single entity.


ATTORNEYS TITLE INSURANCE: AM Best Downgrades Credit Rating to C-
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from C (Weak) and issuer credit rating to "cc" from "ccc"
of Attorneys' Title Insurance Fund Inc. (Orlando, FL).  The
outlook for both ratings is negative.

The downgrades reflect the reduced capitalization of the Fund as
reflected by a reduction of policyholders' surplus from
$27 million at year-end 2008 to approximately $6 million as of
second quarter 2009.

Concurrently, A.M. Best has assigned a category NR-4 to the FSR
and an "nr" to the ICR in response to a request from the Fund's
management to withdraw from A.M. Best's interactive rating
process.

This request follows the formation of a joint venture between the
Fund and Old Republic National Title Insurance Company (Old
Republic), whereby effective July 1, 2009, a managing title agent
(MTA) is responsible for issuing all new policies written
exclusively on Old Republic's paper.  Consequently, the Fund will
no longer write any new business but will continue to cover claims
on previously issued Fund policies.

Attorneys' Title Insurance Fund, Inc. -- http://www.thefund.com/-
- is Florida's leading title insurance underwriter and title
information provider.  The Fund supports the needs and promotes
the success of attorneys' real estate practices by providing
valuable, relevant, and timely information, as well as innovative
products and services that allow attorneys to conduct transactions
electronically, easily, and efficiently.


AVISTAR COMMUNICATIONS: Nasdaq to Delist Shares Effective Aug. 31
-----------------------------------------------------------------
The Nasdaq Stock Market, LLC, has determined to remove from
listing the common stock of Avistar Communications Corporation,
effective at the open of business on August 31, 2009.  Based on a
review of information provided by the Company, Exchange Staff
determined that the Company no longer qualified for listing on the
Exchange as it failed to comply with Rule 5505(b)(2).  (Rule
5505(b)(2) was enumerated as Rule 4310(c)(2)(B) at the time of the
determination.)

On December 24, 2008, after review of the Company's compliance
plan, staff notified the Company that its shares would be delisted
unless it requested a hearing.  On December 30, the Company
exercised its right to appeal the Exchange Staffs determination to
the Listing Qualifications Hearings Panel pursuant to Rule
5815(a)(1)(A).

Upon review of the information provided by the Company, by
decision dated April 2, 2009, the Panel determined to grant an
extension to the Company until June 22.  On June 3, the Company
requested that the Panel grant it an extension beyond June 22.
On June 12, the Panel issued a decision affirming its April 2
decision.  On June 17, the Company exercised its right to appeal
the June 12 Panel decision to the Nasdaq Listing and Hearing
Review Council (the Council) pursuant to Rule 5820(a).

The Company's securities were suspended from trading on the
Exchange at the open of trading on June 24.  On August 6, 2009,
the Company withdrew its appeal to the Council.

The Company posted a net loss of $151,000 for the three months
ended June 30, 2009, from a net loss of $1,612,000 for the same
period a year ago.  The Company posted a net loss of $566,000 for
the six months ended June 30, 2009, from a net loss of $5,379,000
for the same period a year ago.

As of June 30, 2009, the Company had $4,162,000 in total assets
and $15,279,000 in total liabilities, resulting in stockholders'
deficit of $11,117,000.

On December 22, 2008, the Company renewed its Revolving Credit and
Promissory Note and a Security Agreement with a financial
institution to borrow up to $10.0 million under a revolving line
of credit.  The agreement includes a first priority security
interest in all of its assets.  Gerald Burnett, its Chairman,
provided a collateralized guarantee to the financial institution,
assuring payment of its obligations under the agreement and as a
consequence, there are no restrictive covenants, allowing the
Company greater access to the full amount of the facility.   In
addition to the guarantee provided to the financial institution,
on March 29, 2009, Dr. Burnett provided a personal guarantee to
the Company assuring it a line of credit of $10.0 million with the
same terms and mechanisms as the existing revolving line of credit
in the event the existing revolving line of credit from the
financial institution was unavailable for any reason during the
period from its termination on December 21, 2009 to March 31,
2010.  The line of credit required monthly interest-only payments
based on Adjusted LIBOR plus 1.25% or Prime Rate plus 1.25%.  The
Company elected Prime Rate plus 1.25% or 4.5% at June 30, 2009 and
December 31, 2008.

In January 2009, the Company repaid $3.9 million of the
$7.0 million revolving line of credit outstanding as of
December 31, 2008.  The Company borrowed $2.0 million under the
revolving line of credit for the six months ended June 30, 2009,
and have a balance of $5.1 million outstanding as of June 30,
2009.  The Revolving Credit and Promissory Note matures on
December 21, 2009, and is subject to annual renewal with the
consent of the Company and the lender.

On January 4, 2008, the Company issued $7,000,000 of 4.5%
Convertible Subordinated Secured Notes, which are due in 2010.
The Notes were sold pursuant to a Convertible Note Purchase
Agreement to Baldwin Enterprises, Inc., a subsidiary of Leucadia
National Corporation, directors Gerald Burnett, R. Stephen
Heinrichs, William Campbell, and Craig Heimark, officers Simon
Moss and Darren Innes, and WS Investment Company.  The Company's
obligations under the Notes are secured by the grant of a security
interest in substantially all of its tangible and intangible
assets pursuant to a Security Agreement between the Company and
the purchasers.  The Notes have a two-year term, will be due on
January 4, 2010 and are convertible prior to maturity.  Interest
on the Notes accrues at the rate of 4.5% per annum and is payable
semi-annually in arrears on June 4 and December 4 of each year.
Commencing on the one-year anniversary of the issuance of the
Notes, the Note holders became entitled to convert the Notes into
common stock at an initial conversion price of $0.70 per share.

In May 2009, the Company issued a total of 4,199,997 shares of
common stock to Gerald Burnett, R. Stephen Heinrichs, William
Campbell, Craig Heimark, Simon Moss and WS Investment Company upon
their election to convert their notes with an aggregate principal
amount of $2.9 million into common stock.  The Company said $4.1
million in notes remained outstanding as of June 30, 2009.

"As of June 30, 2009, we had no material off-balance sheet
arrangements, other than the operating leases.  We enter into
indemnification provisions under agreements with other companies
in our ordinary course of business, typically with our
contractors, customers, landlords and our investors. Under these
provisions, we generally indemnify and hold harmless the
indemnified party for losses suffered or incurred by the
indemnified party as a result of our activities or, in some cases,
as a result of the indemnified party's activities under the
agreement.  These indemnification provisions generally survive
termination of the underlying agreement.  The maximum potential
amount of future payments we could be required to make under these
indemnification provisions is generally unlimited.  As of June 30,
2009, we have not incurred material costs to defend lawsuits or
settle claims related to these indemnifications agreements and
therefore, we have no liabilities recorded for these agreements as
of June 30, 2009," the Company said.

"We are currently in discussions with the remaining holders of the
Notes to convert the Notes into shares of common stock in January
2010 or extend the term of the Notes.  Assuming the successful
conversion or extension of the Notes in conjunction with the
results of our cost reduction efforts, including Dr. Burnett's
personal guarantee to Avistar to support an extension of the
revolving line of credit, we believe that our existing cash and
cash equivalents balance and line of credit will provide us with
sufficient funds to finance our operations for the next 12 months.
We intend to continue to invest in the development of new products
and enhancements to our existing products.  Our future liquidity
and capital requirements will depend upon numerous factors,
including without limitation, whether or not the holders of the
Notes elect to convert such Notes into our common stock, general
economic conditions and conditions in the financial services
industry in particular, the level and timing of product, services
and patent licensing revenues and income, the maintenance of our
cost control measures structured to align operations with
predictable revenues, the costs and timing of our product
development efforts and the success of these development efforts,
the costs and timing of our sales, partnering and marketing
activities, the extent to which our existing and new products gain
market acceptance, competing technological and market
developments, and the costs involved in maintaining, defending and
enforcing patent claims and other intellectual property rights,
all of which may impact our ability to achieve and maintain
profitability or generate positive cash flows.

"From time to time, we may be required to raise additional funds
through public or private financing, strategic relationships or
other arrangements.  There can be no assurance that such funding,
if needed, will be available on terms attractive to us, or at all.
Furthermore, any additional debt or equity financing arrangements
may be dilutive to stockholders, and debt financing, if available,
may involve restrictive covenants.  Strategic arrangements, if
necessary to raise additional funds, may require us to relinquish
some or all of our rights to certain of our technologies or
products. Our potential inability to raise capital when needed
could have a material adverse effect on our business, operating
results and financial condition," the Company said.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?42ec

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BEAZER HOMES: Moody's Assigns Default Rating at 'Caa2/LD'
---------------------------------------------------------
Moody's Investors Service assigned a Caa2/LD probability of
default rating to Beazer Homes USA, Inc., following the company's
repurchase of $115.5 million face value of senior unsecured notes
for an aggregate purchase price of $58.2 million in the quarter
ended June 30, 2009.  The open market transactions, considered
together, constitute a distressed exchange and a limited default
under Moody's definition.  The LD designation signifies a limited
default and also incorporates Moody's expectations of additional
open market transactions at substantial discounts to par over the
next twelve months.

The ratings on the senior notes impacted by the open market
transactions were lowered to Ca from Caa2 to reflect the
approximate 50% losses incurred by participating bondholders.
After approximately three business days, Moody's will remove the
LD designation on the PDR and change the ratings on the company's
senior notes back to Caa2, which is consistent with Moody's LGD
(loss given default) framework.

As a result of the distressed exchange transaction (as well as the
expectation for future transactions of this type), these rating
actions were taken:

* Probability of default rating changed to Caa2/LD from Caa2;

* Senior unsecured notes lowered to Ca (LGD4, 50%) from Caa2
  (LGD4, 56%);

Moody's most recent announcement concerning the ratings for Beazer
was on March 6, 2009, at which time Moody's lowered the company's
corporate family rating to Caa2 from B2.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc., is one
of the country's ten largest single-family homebuilders with
operations in 17 states.  Homebuilding revenues and consolidated
net income the trailing 12 months ended June 30, 2009, were
approximately $1.4 billion and ($700) million, respectively.


BEREAN CHRISTIAN: Sold to 2 Investors, Operations Continue
----------------------------------------------------------
Jon Newberry at Business Courier of Cincinnati reports that Berean
Christian Stores Endeavor LLC CEO Bill Simmons will continue to
run Berean Christian Stores, LLC's operations, while Joseph and
Deanna Gimelli will serve on the board.

As reported by the Troubled Company Reporter on June 16, 2009,
Berean Christian Stores said that Berean Christian Stores Endeavor
would serve as a "stalking horse" bidder to draw out other
interested buyers for the Company.

Business Courier relates that Berean Christian Stores was sold in
a "going concern" bankruptcy sale to the Gimellis in July for
$2 million.

Business Courier quoted Berean Christian Stores CEO Bill Simmons
as saying, "The good news is that our facility here in West
Chester will remain intact.  If anything, we might be adding some
over 12 to 18 months."  According to Business Courier, the sale
didn't result in layoffs.

Berean Christian Stores, LLC, is based in West Chester, Ohio.  The
Company filed for Chapter 11 bankruptcy protection on June 9, 2009
(Bankr. S.D. Ohio Case No. 09-13640).  Kasey T. Ingram, Esq., at
Dinsmore & Shohl LLP assists the Company in its restructuring
efforts.  The Company listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


BERNARD MADOFF: Prosecutors Want DiPascali's Assets Seized
----------------------------------------------------------
According to David Glovin at Bloomberg News, federal prosecutors
asked a judge to order the seizure of Frank DiPascali's 61-foot
fishing boat, Dorothy Jo; a 2009 Audi S5 Quatro; and two Mercedes
Benz cars.  The Dorothy Jo has been in custody of federal marshals
in Florida since April 29, suggesting that Mr. DiPascali has been
cooperating in a U.S. probe since then, Bloomberg said.

Mr. DiPascali, the former finance chief at Bernard L. Madoff
Investment Securities LLC, pleaded guilty on Aug. 11 and was
ordered to prison.

As reported by the TCR on August 13, the Securities and Exchange
Commission on August 11 charged Mr. DiPascali with securities
fraud for overseeing the mechanics of Bernard Madoff's entirely
fictitious investment strategy and creating millions of phony
documents and trading records to conceal the fraud from regulators
and investors.

According to the SEC's complaint, filed in U.S. District Court for
the Southern District of New York, Mr. DiPascali helped generate
bogus annual returns of 10% to 17% by fabricating backdated and
fictitious trades that never occurred.  The SEC further alleges
that DiPascali helped Madoff cover up the fraud by preparing fake
trade blotters, stock records, customer confirmations, Depository
Trust Corporation (DTC) reports and other phantom books and
records to substantiate the non-existent trading.

"DiPascali and Madoff ran an extraordinary and massive
counterfeiting operation that concealed their fraud from investors
and regulators alike," said Robert Khuzami, Director of the SEC's
Division of Enforcement, in the complaint.

                      About Bernard L. Madoff

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

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

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

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

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors.


BERNARD MADOFF: Not Terminally Ill, Says Bureau of Prisons
----------------------------------------------------------
Bernard Madoff, who is serving 150 years in prison for defrauding
investors of billions of dollars, hasn't been diagnosed with
cancer and isn't terminally ill, the Federal Bureau of Prisons
said, according to reporting by David Glovin at Bloomberg News.
The New York Post had reported August 24 that Mr. Madoff was dying
from a cancer and that there were rumors he had pancreatic cancer.

"While the N.Y. Post story is full of inaccuracies, and we can't
specifically address all of them, we can tell you that Bernie
Madoff is not terminally ill, and has not been diagnose with
cancer," Bureau of Prisons spokeswoman Traci Billingsley said in a
statement, Bloomberg reported.

Mr. Madoff, 71, is in a medium-security federal prison in Butner,
North Carolina, which also has a medical center.

                      About Bernard L. Madoff

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

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

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

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

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors.


BIOPURE CORPORATION: OPK to Purchase All Assets for $4 Million
--------------------------------------------------------------
Biopure Corporation said in a regulatory filing that on August 18
it concluded the auction of substantially all of its assets in
connection with its bankruptcy proceedings.

OPK Biotech LLC will purchase substantially all of Biopure's
operating assets pursuant to an asset purchase agreement for a
purchase price of $4,050,000.  The Bankruptcy Court has approved
this purchase and sale, which remains subject to customary closing
conditions and certain purchase price adjustments.  Biopure also
designated a lower bid as a "back-up" bid pursuant to bidding
procedures previously approved by the Court.

Biopure will work diligently with OPK to close the sale in the
next 30 days.

On the same auction date, an affiliate of OPK agreed to purchase
Biopure's 50% interest in a partnership that owns the building
housing Biopure's headquarters and some laboratory space for
$850,000, subject to bankruptcy court approval, which is expected
to be sought in early September, and subject to closing
conditions.  Biopure also designated a lower bid as a "back-up"
bid pursuant to the bidding procedures.

Biopure does not expect that Biopure stockholders will receive any
substantial distributions resulting from these transactions and
expects that the bankruptcy proceedings will ultimately result in
the cancellation of these equity interests.

Further information and copies of the relevant documents may be
obtained at http://www.craigmacauley.com/BiopurePleadings.html

                        About Biopure Corp.

Based in Cambridge, Massachusetts, Biopure Corporation --
http://www.biopure.com/-- develops and markets pharmaceuticals,
called oxygen therapeutics, that are intravenously administered to
deliver oxygen to the body's tissues.

Biopure filed for Chapter 11 bankruptcy protection on July 16,
2009 (Bankr. D. Mass. Case No. 09-16725).  Christopher J. Panos,
Esq., at Craig and Macauley, P.C., assists the Debtor in its
restructuring efforts.  The Debtor listed $5,076,000 in assets and
$2,729,000 in debts.


BRADKEN INC: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service lowered Atchison, Kansas based Bradken,
Inc. (formerly known as AmeriCast Technologies, Inc.)'s Corporate
Family Rating to B3 from B2, and rating on the senior unsecured
notes due 2014 to Caa1 from B3.  The rating outlook is negative.

The downgrade reflects Moody's expectation that Bradken's
operating and credit metrics will deteriorate significantly in the
next 6-12 months, driven by substantially weakened demand from
most of its end markets.  Bradken reported a 16% revenue decline
during its third quarter (March 2009), compared to the prior year
period, and thinning order backlog.  Moody's notes that the
decline in demand for Bradken's heavy steel casting products
accelerated in the recent past and expects the demand to sustain
at a depressed level throughout the intermediate term despite some
early signs of stabilization in the global economy.

"The recovery in demand of its products generally lags a full
recovery of general economy by 6-9 months based on historical
experience," commented Moody's analyst John Zhao.  In particular,
Moody's expects some end markets, such as locomotive, construction
and mining, would likely be the most challenged.  Its energy
segment which mainly serves the oil and gas industry, would also
face significant downward topline pressure due to anticipated low
activity in exploration and production.  While the company has
taken significant steps to reduce operating expenses such as
headcount reduction, Moody's believe that Bradken's small size and
potential sudden disruption of revenue steam due to its
significant customer concentration (most pronounced in the
construction & mining, and locomotive end markets) may constrain
its ability to adapt to deteriorating market conditions.
Consequently, Moody's expects that credit metrics, such as
operating income and cash flow, will deteriorate significantly.

The B3 rating positively considers Bradken's leading position in
the niche large steel casting market, high barrier to entry due to
size and complexity of main products and high start-up cost, and
its long-term, sole-source based relationship with its major
customers.  The rating also recognizes the company's relatively
modest leverage and adequate interest coverage in part due to
voluntary debt reduction completed in the past year.  The B3
rating however, is constrained by its small scale, heavy exposure
to cyclical end market, acquisitive nature and significant
customer concentration.

The negative outlook reflects the pace and magnitude of the recent
deteriorating trend in revenues and Moody's concern on the timing
of the potential recovery in demand.  The outlook also depicts the
company's weakening (though still adequate) liquidity position,
reflective of the lower free cash flow generation as well as the
eroding cushion above the $8 million excess borrowing availability
threshold under its asset-based revolving credit facility (not
rated by Moody's) in the next twelve months.  Moody's cautions
that the company's ability to remain in compliance with the
covenant will become uncertain if a fixed charge springing
covenant would be triggered when the revolver availability fell
below the threshold.  The rating could be further downgraded if
the combined liquidity (cash + available revolver) drops below
$20 million on a sustained basis.

The rating action is:

* Corporate Family Rating -- downgraded to B3 from B2

* Probability of Default rating -- downgraded to B3 from B2

* $105 million ($69 million outstanding) of senior unsecured notes
  due 2014 -- downgraded to Caa1 (LGD5, 78%) from B3 (LGD4, 62%)

* Rating outlook -- revised to negative from stable

The last rating action on Bradken occurred on November 8, 2006
when the first time rating was assigned at B2 CFR.

Bradken, Inc., headquartered in Atchison, Kansas, is a designer
and manufacturer of large, highly engineered steel and iron
castings.  Products include locomotive and transit trucks, mining
truck frames, axle housings, valve bodies, compressor housings,
pumps, Navy ship cast components, power generation turbine steel
castings, and offshore platform structural parts.  The company is
wholly owned by Bradken Limited, an Australia based engineering
company.


CALYPTE BIOMEDICAL: Delays Filing of June 30 Quarterly Report
-------------------------------------------------------------
Calypte Biomedical Corporation failed to timely file its Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2009.

The principal reasons for the Company's inability to file the
Second Quarter 10-Q at this time are: (1) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2008,
was not timely filed, but was filed on April 27, 2009; (2) the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2009, was not timely filed, but was filed on
August 7, 2009, because the Company could not begin preparation of
the consolidated financial statements and the First Quarter Form
10-Q, with all the required disclosures, until it completed the
Form 10-K; (3) the Company has been preparing responses to a
comment letter dated July 16, 2009, received from the Securities
and Exchange Commission regarding the Company's application of
certain accounting policies to its treatment of long term assets
and stock options in its audited consolidated financial statements
for the fiscal year ended December 31, 2008 contained in its Form
10-K; and (4) the Company has not yet received necessary financial
information from its Chinese subsidiaries.

As a result of the Company's inability to timely file the Form 10-
K and the First Quarter Form 10-Q and the other events, the
Company requires additional time to complete the preparation of
its consolidated financial statements for the June 30 quarter,
have them properly certified by the executive officers, and have
them reviewed by its independent auditors.

For the quarterly period ended March 31, 2009, the Company posted
a net loss of $1,242,000 from a net loss of $2,093,000.

As of March 31, 2009, the Company had total assets of $6,292,000
and total liabilities of 19,700,000, resulting in stockholders'
deficit of $13,408,000.  As of March 31, 2009, the Company had a
working capital deficit of $15,500,000.  Its cash balance at
March 31, 2009, was $200,000, which it does not believe is
sufficient to enable it to fund operations through the remainder
of 2009.

The Company said a total of $10,900,000 was payable under its 8%
Convertible Notes and related Interest Notes and 7% Promissory
Notes on April 3, 2009.   "We are currently discussing
termination, reduction or restructuring of these debt obligations
with each of the secured creditors.  Further, given the current
market price of our common stock, we have insufficient authorized
shares of common stock available to raise adequate capital to
continue our operations.  We do not have any definitive agreements
with respect to additional financing or a strategic opportunity,
and there is no assurance that any such financing or strategic
opportunity will be available to us on acceptable terms, or at
all.  If such additional financing is not available to us when
required or is not available to us on acceptable terms, or we are
unable to arrange a suitable strategic opportunity, we will be in
significant financial jeopardy and we may be unable to continue
our operations at current levels, or at all.  Our failure to
obtain additional financing or to resolve the existing defaults
with respect to the 7% Promissory Notes and the 8% Convertible
Notes will likely cause us to seek bankruptcy protection under
Chapter 7 of Title 11 of the United States Code, which would have
a material adverse affect on our business and on our ability to
continue our operations," the Company said.

A full-text copy of the March 2009 quarterly report is available
at no charge at http://ResearchArchives.com/t/s?42ed

The Company also filed Amendment No. 1 on Form 10-K/A to its
Annual Report on Form 10-K for the year ended December 31, 2008,
filed with the Securities and Exchange Commission on April 27,
2009, to amend and restate Item 9A of Part II of the Original
Filing to include management's conclusion regarding the
effectiveness of the Company's internal control over financial
reporting as of the end of the period covered by the Original
Filing.  No other information in the Original Filing is amended.
A full-text copy of the Amended filing is available at no charge
at http://ResearchArchives.com/t/s?42e3

Calypte Biomedical Corporation develops, manufactures, and
distributes in vitro diagnostic tests, primarily for the diagnosis
of Human Immunodeficiency Virus infection.  Since September 8,
2006, its common stock has traded on the NASD Over the Counter
Bulletin Board under the symbol "CBMC."  During the third quarter
2007, it combined its research and development operations and our
administrative offices in a facility in Portland, Oregon that also
includes space for manufacturing operations.  Prior to that, its
administrative offices were located in Lake Oswego, Oregon, a
suburb of Portland, near where the research and development
operations were located.  Through its 51%-owned joint ventures,
the Company has manufacturing and marketing operations in Beijing,
China.


CARROLL COUNTY: S&P Downgrades Rating on $20 Mil. Bonds to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Carroll County, Maryland's $20.0 million series 1999A bonds
issued for EMA Obligated Group (Fairhaven & Copper Ridge) to 'BB-'
from 'BB' due to continued operating losses, lower liquidity, and
softer occupancy levels.

Key credit factors include diminished liquidity in 2009 due to a
net increase of $19 million of new bonds since 2007 resulting in
low cash to debt of 12%; softer occupancy at all three of EMA's
continuing-care retirement communities (CCRC) due to general
economic conditions; diminished operating losses year to date,
with a negative 5.2% operating margin for the five months ended
May 31, 2009, compared with 9%-14% operating losses in 2004-2008;
and a competitive environment, with several competing facilities
in the area.

Supporting the rating is EMA's strong management team with a
record of improvement in financial and strategic planning
processes; however, the organization is operating with an interim
chief financial officer and the CEO has announced his intention to
retire.

"The stable outlook reflects S&P's recognition of management's
actions to improve operations year to date and the activities that
are planned for further improvement," said Standard & Poor's
credit analyst Liz Sweeney.  "A key risk over the next year
includes the expected opening this fall of 44 new assisted-living
units at the William Hill Manor campus and the related fill-up
and stabilization risk, during a difficult economic period for
adding new capacity," said Ms. Sweeney.

Other challenges include maintaining occupancy levels in general,
rebuilding liquidity, and recruiting a new CEO and CFO.  A longer-
term challenge will be renovation needs for the independent-living
component at the William Hill campus.

Factors that could cause rating pressure over the next one to two
years include failure to improve operating results as expected,
further declines in liquidity, or unexpected additional debt,
although management currently has no imminent plans for additional
borrowing.

Standard & Poor's believes that the organization's diversity, the
strength of its CCRC product offerings, and the sophistication of
management could ultimately support a higher rating if the
financial profile improves over time.


CHAMPION ENTERPRISES: S&P Cuts Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit ratings, on Champion Enterprises Inc. and its
wholly owned subsidiary, Champion Home Builders Co.  S&P lowered
the corporate credit ratings to 'CC' from 'CCC-'.  S&P's recovery
ratings are unchanged.  The outlook is negative.

"The rating action reflects the increased likelihood of a debt
restructuring, which S&P would view as distressed and tantamount
to default," said Standard & Poor's credit analyst George Skoufis.

At the end of the second quarter, the company was not in
compliance with the amended financial covenants contained in its
bank credit facility.  In addition to seeking an amendment to the
credit facility, Champion is exploring other alternatives, which
could include a debt restructuring.

The outlook is negative.  S&P would lower the ratings to 'SD'
(selective default) if the company completes a distressed debt
restructuring, or to 'D' if the company files for bankruptcy
protection or misses an interest payment.  S&P would raise the
ratings if Champion and its lenders agree on a longer-term
amendment that does not result in a distressed exchange or
restructuring.


CHARTER COMMUNICATIONS: Plan May Have Reached Impasse
-----------------------------------------------------
Charter Communications, Inc., and its subsidiaries' proposed
Chapter 11 plan of reorganization may have reached an impasse
after bondholders contend that allowing Paul Allen to retain
control of the company post-bankruptcy only benefits the Microsoft
co-founder, the New York Post reported.  According to the report,
sources said that after spending the summer in a legal back-and-
forth, the banks opposing the Plan and bondholders who sponsored
the Plan are not talking, setting the stage for the tussle to be
decided in a courtroom sometime in the next month.

Pre-bankruptcy Charter reached agreement with majority of the
holders of notes issued by units CCH I, LLC and CCH II notes and
controlling shareholder Paul Allen on the terms of a consensual,
prearranged Plan.  The deal contemplates the investment by members
of the Bondholder Committee of more than $3 billion, including up
to $2 billion in equity proceeds, $1.2 billion in roll-over debt
and $267 million in new debt to support the overall refinancing.
Paul Allen will continue as an investor, and will retain the
largest voting interest in the Company.

JPMorgan is the administrative agent for the Amended and Restated
Credit Agreement, dated as of March 18, 1999, with CCO Holdings,
LLC as guarantor and certain lenders, and other parties, however,
have objected, citing that the Plan allows Mr. Allen to receive in
excess of $2 billion in benefits and full releases in exchange for
mostly out of the money claims and interests.  Law Debenture, as
the Indenture Trustee with respect to the $479 million in
aggregate principal amount of 6.50% Convertible Senior Notes due
2027 issued by Charter Communications Inc., pointed out that
although the holders of CCI Notes Claims are not being paid in
full, distributions are being provided to Charter's controlling
shareholder, Paul Allen, on account of his equity interests in
Charter in direct violation of the absolute priority rule.

The banks have asked for one or two percentage points more in
interest on their roughly $8 billion in debt, several sources
said, according to the New York Post.  That would amount to
between $80 million and $160 million a year extra for Charter,
which after the reorganization expects to generate $300 million
annually in free cash flow.

As to the alleged $2 billion in savings by Mr. Allen, Charter's
plan would leave Mr. Allen with the biggest voting stake and keep
the company's tax structure intact.  This allows Mr. Allen to take
advantage of $1 billion in net operating losses.

However, JPMorgan and other senior Charter lenders, according to
the New York Post, object to the restructuring, saying it amounts
to a change of control since the bondholders would wind up owning
the business in exchange for forgiving about half their loans.
With a change in the ownership structure, Mr. Allen would be
unable to take advantage of Charter's net operating losses, making
him personally liable for more than $1 billion in taxes, a source
said, according to the report.

According to New York Post, several sources said Charter has not
been willing to agree to such a concession since the equity and
debt markets have rallied, and appears to have stopped negotiating
altogether with Charter's senior lenders.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had
total assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHINA HEALTH: June 30 Balance Sheet Upside-Down by $6 Million
-------------------------------------------------------------
China Health Care Corp.'s balance sheet at June 30, 2009, showed
total assets of $1.47 million and total liabilities of
$7.06 million, resulting in a stockholders' deficit of about
$5.59 million.

For three months ended June 30, 2009, the Company reported a net
income of $280,996 compared with a net loss of $93,152 for the
same period in 2008.

For nine months ended June 30, 2009, posted a net loss of $776,674
compared with a net loss of $2.09 million for the same period in
2008.

A full-text copy of the Company's Form 10-Q is available for
free at http://ResearchArchives.com/t/s?42b7

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.

                        Going Concern Doubt

Samuel H. Wong & Co., LLP, in South San Francisco, California,
raised substantial doubt about China Health's ability to continue
as a going concern after auditing the Company's financial results
for the years ended September 30, 2008, and 2007.  The auditor
noted that the Company continued to incur losses and working
capital deficiencies.

The Company has a negative cash flow from operations of $1,457,854
for the year ended September 30, 2008, and a working capital
deficiency of $4,812,117.  The Company continues to make efforts
to procure outside financing to strengthen its financial position.


CLARE HOUSE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Clare House, LLC
        PO Box 40444
        Spokane, WA 99220

Case No.: 09-04650

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Clare House Bungalow Homes, LLC                    09-04651

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & ORourke
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  Email: dorourke@southwellorourke.com

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

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

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


COLLINS & AIKMAN: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Collins & Aikman Floorcovering,
Inc.'s debt ratings, including its B2 Corporate Family and
Probability of Default Ratings, and the B2 rating on its Senior,
Secured Term Loan.  The ratings outlook remains stable.

CAF's B2 CFR and stable outlook are supported by its end market
diversity, with a majority of revenue derived from the more stable
institutional (education, government and healthcare) market, and
its solid market position in these core market segments.  When
coupled with a flexible cost structure and recent declines in
input costs, the company has maintained strong operating margins.
Although credit metrics are weak, there is some cushion to absorb
moderate declines in this environment.  CAF's liquidity is
expected to remain good, supported by significant balance sheet
cash and the expectation for continued free cash flow generation
over the near term.

Ratings affirmed:

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- Senior, Secured Term Loan B due 2014 at B2 (LGD4, 56%)
  -- The ratings outlook is stable

The prior rating action on CAF occurred on April 16, 2007, when
Moody's affirmed the company's B2 corporate family rating and
changed the outlook to stable from negative.

Collins & Aikman Floorcoverings, Inc., is a leading manufacturer
of vinyl-backed floorcovering products, including six-foot roll
carpet, modular carpet tile and high-style broadloom carpets.  The
company is a wholly-owned subsidiary of Tandus Group, Inc, whose
capital stock is majority owned by funds managed by Oaktree
Capital Management, LLC, through the OCM Principal Opportunities
Fund II, L.P., and BancAmerica Capital Investors II, L.P.  The
company's revenues approached $340 million in the LTM period
ending May 2, 2009.


COLONIAL BANCGROUP: Bank Receivership Cues Default on Securities
----------------------------------------------------------------
The Colonial BancGroup, Inc., reports that the August 14, 2009,
appointment of the Federal Deposit Insurance Corporation as
receiver of Colonial Bank constitutes a triggering event, also
termed an "Event of Default," under the Indentures governing the
Company's:

     -- 8.875% Subordinated Notes Due 2038;
     -- Floating Rate Junior Subordinated Deferrable Interest
        Debentures Due 2033;
     -- 7.875% Preferred Securities

Colonial Bank, the principal operating subsidiary of Colonial
BancGroup, was closed by the Alabama State Banking Department on
August 14, and the FDIC was appointed as receiver of the Bank.

Under Indentures, an Event of Default occurs if, among other
things, a receiver is appointed for the Company or any substantial
part of its property, including the Bank.  Under the Subordinated
Notes Indenture, upon an Event of Default, the principal amount of
the Notes becomes immediately due and payable without any
declaration or other action on the part of the Trustee or any
holder of the Notes.

Under the Debentures Indenture, upon an Event of Default, the
principal amount of the Debentures, together with any interest
accrued but unpaid, becomes due only after the trustee or holders
of not less than 25% in aggregate principal amount of the
Debentures then outstanding, by notice in writing to the Company
(and to the trustee if given by the holders of the Debentures),
declare such principle and accrued interest immediately due and
payable.

Under the Preferred Securities Indenture, upon an Event of
Default, the principal amount of the Securities, together with any
interest accrued but unpaid, becomes due only after the trustee or
holders of not less than 25% in aggregate principal amount of the
Securities then outstanding, by notice in writing to the Company
(and to the trustee if given by the holders of the Securities),
declare such principle and accrued interest immediately due and
payable.

As of August 14, 2009, the Company had roughly $250 million
Subordinated Notes outstanding pursuant to an Indenture, dated as
of March 1, 2008, with The Bank of New York Trust Company, N.A., a
national banking association, as trustee.

As of August 14, 2009, the Company had roughly $5.2 million
Debentures Due 2033 outstanding pursuant to an Indenture, dated as
of March 26, 2003, by and between the Company, as successor in
interest to P.C.B. Bancorp, Inc., and U.S. Bank National
Association, a national banking association, as trustee.

As of August 14, 2009, the Company had roughly $101.3 million
Preferred Securities outstanding pursuant to an Indenture, dated
as of March 21, 2002, with The Bank of New York, a New York
banking corporation, as trustee as supplemented by a Second
Supplemental Indenture, dated as of September 16, 2003, by and
between the Company and the Trustee.

As indicated in the FDIC press release dated August 14, 2009,
subsequent to the closure, Branch Banking & Trust Company,
Winston-Salem, North Carolina (Branch Bank), assumed all of the
deposits of the Bank, and purchased approximately $22 billion of
the Bank's assets in a transaction facilitated by the FDIC.

Beginning on August 15, 2009, the 346 branch offices of the Bank
reopened as branches of Branch Bank.  Customers who have questions
about the matters, or who would like information about the closure
of the Bank, may visit the FDIC's Web site at

     http://www.fdic.gov/bank/individual/failed/colonial-al.html

or call the FDIC toll-free at 1.800.405.8739.

The Company's principal asset is the capital stock that it owns in
the Bank, and, as a result of the closure of the Bank, the Company
has minimal remaining tangible assets.  As the owner of all of the
capital stock of the Bank, the Company would be entitled to the
net recoveries, if any, following the liquidation or sale of the
Bank or its assets by the FDIC.  However, at this time, the
Company does not believe that any recovery will be realized.

On August 17, 2009, the New York Stock Exchange announced that it
had determined that the Company's common stock (ticker symbol CNB)
should be suspended immediately.  In connection with its removal
of the Company's common stock, NYSE also announced the immediate
suspension of the Colonial Capital Trust IV 7.875% Trust Preferred
Securities (ticker symbol CNB.PRB) and The Colonial BancGroup,
Inc. 8 7/8% Subordinated Notes due March 2038 (ticker symbol CSB).

NYSE determined that the Company's securities are no longer
suitable for listing on NYSE due to the closure of the Bank, the
Company's principal operating subsidiary.  The Company does not
intend to appeal the suspension or delisting decision and will
file a Form 25-NSE with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration from NYSE.

The Company also reports that on August 18, David B. Byrne, Jr.
resigned as Executive Vice President, General Counsel, and
Secretary of the Company.

The Company said that as a result of the events, on August 17,
2009, the Company made the decision to cancel its Special Meeting
of Shareholders originally scheduled for 10:00 a.m., Central
Daylight Time, on Wednesday, September 2, 2009.

The 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.


COLONIAL BANCGROUP: Colonial Bank Failure Hits Client Taylor Bean
-----------------------------------------------------------------
Taylor, Bean & Whitaker Mortgage Corp., filed for Chapter 11 after
it was suspended from making loans by the U.S.  The Company
believes it was ordered to stop lending because of the failure of
its primary bank, Colonial Bank.

"The Company believes that these events are related to various
investigations surrounding the failure of Colonial Bank, which for
years was Taylor Bean's primary bank.  On or about August 6, 2009,
approximately 100 Taylor Bean bank accounts were frozen by
Colonial Bank.  This action created myriad problems in processing
borrower payments and making payments on their behalf -- such as
homeowner's insurance premiums and real estate taxes," Taylor Bean
said in an August 24 statement announcing its bankruptcy filing.

Taylor Bean and other investors had announced in April 2009 the
signing of a definitive agreement with Colonial BancGroup for a
$300 million equity investment in Colonial.

Taylor Bean said it is currently in discussions with the FDIC, the
receiver for Colonial, in hopes that this circumstance can be
remedied immediately and so that individual borrowers are not
affected further by Taylor Bean's inability to access its Colonial
bank accounts.

Taylor Bean is a 27-year-old company that grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.

                 FDIC Probe & Going Concern Doubt

As reported by the Troubled Company Reporter on August 12, 2009,
Colonial BancGroup was informed by the U.S. Department of Justice
on August 6, 2009, that it is the target of a federal criminal
investigation relating to the Company's mortgage warehouse lending
division and related alleged accounting irregularities.
BancGroup's management and board of directors are assessing the
impact of the events on the Company's financial position and
results of operations, and as a result, BancGroup has been unable
to file its Quarterly Report on Form 10-Q for the period ended
June 30, 2009 within the prescribed time period.

BancGroup believes that the consolidated statements of income will
reflect a net loss for the three and six months ended June 30,
2009 and as a result of uncertainties associated with BancGroup's
ability to increase its capital levels to meet regulatory
requirements, management has concluded that there is substantial
doubt about its ability to continue as a going concern.  The net
loss is due primarily to increased credit costs and noncash
charges related to a deferred tax asset valuation allowance and
goodwill impairment.

                     About Colonial BancGroup

Colonial BancGroup (NYSE: CNB) is a financial services company
that provides diversified services, including retail and
commercial banking, wealth management services, mortgage banking
and insurance products.  The BancGroup derives substantially all
of its income from Colonial Bank, N.A (Colonial Bank) its banking
subsidiary.  Colonial bank -- http://www.colonialbank.com/--
operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.

On August 14, 2009, Colonial Bank, Montgomery, AL, was closed by
the Alabama State Banking Department. Subsequently, the Federal
Deposit Insurance Corporation (FDIC) was named receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Branch Banking and Trust, Winston-Salem,
North Carolina, to assume all of the deposits of Colonial Bank.

As reported by the TCR on August 20, Moody's Investors Service
withdrew all ratings of Colonial BancGroup (previously 'C' issuer
rating), and its subsidiaries, including its lead bank, Colonial
Bank.  The withdrawal follows the closing of Colonial Bank.


COLONIAL BANCGROUP: DBRS Downgrades All Ratings to D
----------------------------------------------------
DBRS has downgraded all ratings of Colonial BancGroup, Inc.
(Colonial or the Company), and its related entities to D and
subsequently withdrew the ratings.  Moreover, DBRS has removed the
Under Review with Negative implications on all ratings.

The rating actions follow Colonial's notification through an 8-K,
of the triggering of an "Event of Default" for its 8.875%
Subordinated Notes due 2038, its Floating Rate Junior Subordinated
Deferrable Interest Debentures Due 2033, and its 7.785% Preferred
Securities.  Upon the "Event of Default", all principal, including
any interest accrued but unpaid (specific to the Junior Sub. Debt
and Preferred Securities) becomes due.  DBRS anticipates that the
trustee or holders with more that 25% in aggregate principal
amount of the Floating Rate Junior Subordinated Debentures, and
the Preferred Securities will request payment in full.  DBRS
believes that Colonial's ability to satisfy these obligations is
severely limited.

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.


COLONIAL BANK: S&P Withdraws 'CCC-' Rating on Various Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on one bond
issue supported by a Colonial Bank letter of credit and affirmed
its rating on one bond issue supported by a Colonial Bank
confirming LOC.

The bond issue whose rating S&P are withdrawing is a fixed-rate
bond issue with serial maturities for which Colonial Bank ('R')
provides credit support in the form of an LOC.  S&P are
withdrawing S&P's rating to reflect the uncertainty surrounding
Colonial Bank's ability to honor its obligation for the full and
timely payment of interest and principal according to the
transaction's terms while the bank is in receivership with the
Federal Deposit Insurance Corp.

The bond issue whose rating S&P are affirming is a revenue bond
issue for which Colonial Bank provides a fronting LOC.  S&P are
affirming its rating to reflect a confirming LOC that Federal Home
Loan Bank of Atlanta ('AAA/A-1+') provides.  The confirming LOC
provides for the full and timely payment of interest, principal,
and purchase price upon a tender according to the transaction's
terms in the event that Colonial Bank fails to honor its
obligations.

                         Rating Withdrawn

               Auburn Industrial Development Board
US$4.48 million facilities revenue bonds series 1999 due 1/01/2020

                               Rating
                               ------
          CUSIP           To             From
          -----           --             ----
          050226AK5       NR             CCC-/Watch Neg
          050226AL3       NR             CCC-/Watch Neg
          050226AM1       NR             CCC-/Watch Neg
          050226AN9       NR             CCC-/Watch Neg
          050226AP4       NR             CCC-/Watch Neg
          050226AQ2       NR             CCC-/Watch Neg
          050226AW9       NR             CCC-/Watch Neg

                          Rating Affirmed

                Alabama Housing Finance Authority
           US$3.215 million series 2000C due 09/01/2030

                    CUSIP           Rating
                    -----           ------
                    01030PDG8       AAA/A-1+


CRUCIBLE MATERIALS: Wants to Sell All Assets; 2 Units Have Buyer
----------------------------------------------------------------
Crucible Materials Corp wants to sell virtually all its assets at
an auction, although it has reached a contract only with a buyer
for its compact and research divisions.  Crucible is asking
approval from Judge Mary Walrath to set guidelines that would
govern a proposed Sept. 21 auction.  Under the proposed timetable,
all bids to compete in the auction would have to be submitted by
Sept. 17.

Crucible says that the DIP lenders set an August 14 deadline to
identify a stalking horse bidder for all of its assets and obtain
entry of a sales procedures order.  Crucible says that despite its
best efforts, it has not been able to identify a stalking horse
for, or negotiate an asset purchase agreement covering,
substantially all of its assets.  Crucible says that while
negotiations with DIP lenders are ongoing, it is presently in a
"technical state of default" under the loan agreement.

The Debtors have decided to enter into an asset purchase agreement
with Carpenter Technology Corp. for the sale of their compaction
and research divisions, subject to any higher and better offers.
Carpenter will pay $20 million, subject to adjustments, for the
two divisions.  The parties agree to closing not later than
October 31.  Carpenter will receive a $600,000 break-up fee plus
reimbursement of expenses of up to $300,000 in the event another
party emerges as the winning bidder for the two divisions.  The
Debtors have not received any firm offers for the remaining
assets, which they intend to auction off at the same time as the
compaction and research divisions.

Crucible says it does not intend to conduct a fire sale for the
remaining assets.  Instead, it simply wishes for an orderly
process pursuant to which, if acceptable bids are received for all
or some substantial portion of the remaining assets, the bids can
be considered at an expedited time frame.

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries.  The Company is currently
employee-owned.  Its Web site is http://www.crucible.com/

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


CRUCIBLE MATERIALS: Plan Exclusivity Extended Until Dec. 2
----------------------------------------------------------
The Bankruptcy Court approved Crucible Materials Corp.'s request
for an extension until December 2, 2009, its exclusive period to
file a Chapter 11 plan.  The Court also extended the corresponding
period to solicit acceptances of the Chapter 11 plan until
Jan. 31, 2010.  The proposal did not meet any objections.

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

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


CRUSADER ENERGY: Wants Plan Filing Deadline Extended
----------------------------------------------------
Crusader Energy Group Inc. and its units ask the U.S. Bankruptcy
Court for the Northern District of Texas to extend their exclusive
periods to file a Chapter 11 plan until September 8, 2009, and the
solicitation period for that Plan until November 13, 2009.  The
Debtors propose that the deadlines be further extended subject to
an evergreen provision -- upon consent of the first lien lenders,
second lien lenders and Committee, each exclusive period may be
extended through and including an additional 45 days.

With the assistance of their professionals, the Debtors have
expended considerable efforts exploring various sale and
restructuring alternatives, and are in the process of evaluating a
number of those alternatives.  "This process is ongoing and
continues to evolve, change and take shape," says Beth Lloyd,
Esq., at Vinson & Elkins LLP.

According to Ms. Lloyd, the Debtors have been working with their
first lien lenders, second lien lenders and Committee with respect
to the sale and restructuring alternatives and those constituents
have been involved in the process.  Although the Debtors expect to
finalize a course of action shortly, they simply need more time,
she says.  Further, in order to propose a thoughtful and feasible
plan, the Debtors need additional time to evaluate the proofs of
claim that have been timely filed, as well as their material
contracts and unexpired leases.

                       About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko
Basin, Williston Basin, Permian Basin, and Fort Worth Basin in
the United States.  It has working interests in more than 1,000
wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Holland N. Oneil, Esq., Michael S. Haynes,
Esq., and Richard McCoy Roberson, Esq., at Gardere, Wynne &
Sewell, represent the official committee of unsecured creditors
as counsel.


CT INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CT Industries, Inc.
        31811 Industrial Park Drive
        Pinehurst, TX 77362

Bankruptcy Case No.: 09-36087

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Esperanza Palms, LLC                               09-36089

Chapter 11 Petition Date: August 21, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  Tow and Koenig PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441
                  Email: jkoenig@towkoenig.com

Total Assets: $2,687,717

Total Debts: $2,868,990

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/txsb09-36087.pdf

The petition was signed by Jesus A. Tavarez, CEO of the Company.


CUNNINGHAM BROADCASTING: Payment of $33.5MM Loan Moved to Oct. 30
-----------------------------------------------------------------
Cunningham Broadcasting Corporation obtained from their secured
lenders an extension to October 30, 2009, on the repayment of a
$33.5 million term loan facility which cross-defaults to Sinclair
Broadcast Group, Inc.'s secured credit facility.  This was
revealed by David Smith, President and CEO of Sinclair, when
Sinclair released its second quarter financials.

"We were notified by Cunningham Broadcasting Corporation, our LMA
partner in six markets, that their secured lenders granted them an
extension to October 30, 2009 on the repayment of a $33.5 million
term loan facility which cross defaults to our secured credit
facility," Mr. Smith said.  "Cunningham and its lenders continue
to seek a resolution to satisfy the debt maturity.  This
resolution may have a financial impact on Sinclair."

Cunningham holds a $33.5 million term loan facility originally
entered into on March 20, 2002.  Interest is paid quarterly at a
rate of LIBOR plus 1.5%.  Primarily all of Cunningham's assets are
collateral for its term loan facility, which is non-recourse to
Sinclair.  Cunningham's term loan facility was declared in default
as of June 5, 2009, for failure to timely deliver certain annual
financial statements.  Effective as of June 5, a default interest
rate of LIBOR plus 3.5% has been instituted on all outstanding
borrowings under the facility.  On June 30, the default was waived
and the termination date of the Cunningham term loan facility was
extended from June 30 to July 31, subject to certain conditions,
including maintaining the default interest rate.

The October 30 extension requires that Cunningham make $200,000
principal payments on its term loan facility as of the first day
of each of August, September and October with the balance due on
October 30.

Sinclair's Bank Credit Agreement contains certain cross-default
provisions with respect to Cunningham as a "Material Third Party
Licensee," as defined in the Bank Credit Agreement, pursuant to
which a default would be caused by the institution of insolvency
or similar proceedings, either voluntary or involuntary, with
respect to Cunningham, resulting in potential acceleration under
Sinclair's Bank Credit Agreement.

Sinclair noted in its quarterly report that in a bankruptcy
proceeding, Cunningham could seek to reject the parties' six LMAs,
which would cause a decrease in Sinclair's revenue and operating
results.

During the years ended December 31, 2008, 2007, and 2006, Sinclair
made payments of $8.0 million, $7.8 million and
$11.3 million, respectively, to Cunningham under the LMA
agreements.  Sinclair made payments to Cunningham under LMA
agreements of $1.7 million and $1.2 million for the three months
ended March 31, 2009, and 2008, respectively.

Cunningham is the owner-operator and FCC licensee of WNUV-TV,
Baltimore, Maryland; WRGT-TV, Dayton, Ohio; WVAH-TV, Charleston,
West Virginia; WTAT-TV, Charleston, South Carolina; WMYA-TV
(formerly WBSC-TV), Anderson, South Carolina; and WTTE-TV,


DAYTON SUPERIOR: To Send Plan Ballots in September
--------------------------------------------------
Dayton Superior Corporation said the United States Bankruptcy
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware in Wilmington has signed an order approving
the Company's disclosure statement.  The order affirms that the
document contains adequate information for creditors to evaluate
the proposed plan of reorganization, which was filed with the
Court on July 23, 2009.  Dayton Superior filed a voluntary
petition for reorganization under chapter 11 of the U.S.
Bankruptcy Code on April 19, 2009.

The Company said it expects to mail creditors the disclosure
statement, plan of reorganization, and ballots to vote on the plan
during the first week of September 2009, with a deadline of
October 1, 2009, for casting ballots.  The Court set October 14,
2009, as the date for the confirmation hearing on the plan of
reorganization.

"We are pleased that the Court has approved the disclosure
statement," said Rick Zimmerman, Dayton Superior's President and
Chief Executive Officer.  "This will enable us to proceed with the
vote on the proposed plan of reorganization, which we believe has
the support of an overwhelming majority of creditors. We believe
we are on track to emerge from Court protection by the end of
October."

Under the proposed plan of reorganization, prepetition senior
subordinated notes would be converted to equity in the new Dayton
Superior and qualified noteholders would have the right to
purchase additional shares of stock through a $100 million rights
offering.  Two of the largest prepetition note holders, Oaktree
Capital Management, L.P. and Solus Alternative Asset Management
LP, have agreed to backstop any unsubscribed portion of the rights
offering.  They would own a substantial majority of the stock of
the reorganized Company, which would be privately held.

"This exit plan is available to us because of the commitment of
Oaktree and Solus to backstop the rights offering, which is a
strong statement about the future of the Company," said Mr.
Zimmerman.  "Upon confirmation of the plan, we will emerge with
exit financing in place, substantially less debt, and a
sustainable, conservative capital structure.  We will have the
resources to grow the business and pursue attractive investment
opportunities that may come along. We also have taken advantage of
the reorganization process to re-examine and consolidate our
physical infrastructure to become stronger, leaner, and more
efficient."

Dalton Superior has noted that while the Company is in chapter 11,
investments in its securities will be highly speculative.
Investors should assume that shares of the Company's common stock
have no value.  Under the proposed plan of reorganization,
existing shares of the Company's common stock would be cancelled
upon consummation of the Company's reorganization with no
consideration being paid for such shares. The outcome of the
chapter 11 restructuring case is uncertain and subject to
substantial risk. There can be no assurance that the Company will
be successful in achieving its financial reorganization.

Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink
Sheets: DSUPQ) -- http://www.daytonsuperior.com/-- makes and
distributes construction products.  Aztec Concrete Accessories
Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa
Inc., Southern Construction Products Inc., Symons Corporation and
Trevecca Holdings Inc. were merged with the Company December 31,
2004.

The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DEIDRA NEWTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Deidra E. Newton
           aka Deidre E. Newton
           aka Community Real Inc
        736 Sunset Road
        West Palm Beach, FL 33401

Bankruptcy Case No.: 09-27466

Chapter 11 Petition Date: August 21, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Norman L. Schroeder II, Esq.
                  6801 Lake Worth Rd #120
                  Lake Worth, FL 33467
                  Tel: (561) 642-8884
                  Fax: (561) 642-3377
                  Email: nschroeder@nlsbankruptcy.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/flsb09-27466.pdf

The petition was signed by Ms. Newton.


DEVELOPERS DIVERSIFIED: S&P Cuts Rating on Unsecured Debt to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Developers Diversified Realty Corp.'s unsecured debt to 'BB' from
'BB+'.  At the same time, S&P revised its recovery rating to '3'
from '2', indicating S&P's expectation of a lower, but still
meaningful, recovery (50%-70%) in the event of a payment default.
In addition, S&P affirmed its 'BB' corporate credit rating on DDR
and S&P's 'B' rating on the company's preferred stock.  S&P's
outlook on DDR remains negative.  The '3' recovery rating affects
$1.8 billion of rated senior unsecured notes currently outstanding
and reflects S&P's practice of assigning recovery ratings to all
debt with a speculative-grade rating.

"The ratings and outlook reflect S&P's continued concern that DDR
will face challenges with improving its currently constrained
liquidity position and reducing its still-high leverage before its
meaningful debt maturities in 2011 and 2012, when roughly 60% of
the company's consolidated debt comes due, including its credit
facility," said Standard & Poor's credit analyst Elizabeth
Campbell.  "Even following its recent equity and debt capital
raises, the company remains highly reliant on asset sales and
monetizations, including a potential TALF financing, to raise
capital."

S&P believe that commercial real estate transactions remain
challenging, as the financial environment has driven real estate
valuations lower and pushed financing costs higher.  Additionally,
in S&P's view, high retailer vacancies (including those DDR has
absorbed to date, such as Mervyns and Circuit City) are likely to
pressure operating income for the remainder of the year, which
would strain DDR's already low debt coverage measures.

DDR's high leverage (67% on a book value basis at June 30, 2009)
and a heavily drawn credit facility limit its financial
flexibility.  Even following the company's actions thus far to
bolster its balance sheet, DDR remains highly reliant on
monetizations, equity issuance, and targeted asset sales to raise
capital in advance of its significant debt maturities in 2011 and
2012, at a point in the real estate cycle when executing such
transactions is challenging.  DDR's higher refinancing costs and
potential further compression of core cash flow from continued
retailer stress will pressure the company's currently low debt
coverage measures.  S&P would lower the credit rating if bank
covenant pressures increase, leverage or liquidity weakens, or if
fixed-charge coverage dips below S&P's 1.5x minimum guideline for
the rating.  Although unlikely in the near term, S&P would
consider revising the outlook to stable if covenant pressures
abate, liquidity and leverage improve such that DDR's line usage
declines, and the company maintains fixed-charge coverage metrics
comfortably above 1.5x.


DOLLAR GENERAL: Moody's Hikes Outlook on 'B2' Rating to Positive
----------------------------------------------------------------
Moody's Investors Service changed Dollar General Corporation's
rating outlook to positive from stable.  All existing ratings,
including the B2 Corporate Family Rating and SGL-1 Speculative
Grade Liquidity Rating, were affirmed.

The change in outlook to positive is prompted by Dollar General's
announcement that intends to proceed with an initial public
offering of common stock for which the proceeds will be used to
repay existing debt.  In addition, the positive outlook reflects
Moody's expectation that Dollar General's earning will continue to
improve leading to a strengthening of credit metrics.

Dollar General also announced that it will pay its shareholders
(including KKR) a $200 million dividend from its excess cash.
Moody's views this action as having no rating impact as the
company has healthy excess cash balances and is expected to
generate significant free cash flow over the next twelve months.
However, this dividend payment may signal the start of the
financial sponsor owners monetizing on their financial returns.
The potential for future sizable cash payments to the financial
sponsors constrains Dollar General's current ratings.

Dollar General's B2 Corporate Family Rating balances its modestly
leveraged capital structure, Moody's expectation that the company
will continue to perform solidly through the challenging economic
environment, and its aggressive financial policies.  Its credit
metrics are in line with a high single B rating.  The rating also
reflects the company's dominant position in a segment of retail
which Moody's believe is relatively resistant to economic cycles.

The positive rating outlook reflects Moody's expectation that
Dollar General's credit metrics will strengthen over the next
twelve to eighteen months given the likely debt reduction from the
proceeds of the announced initial public offering as well as from
earnings growth.

The size of the initial public offering is presently unknown.
Depending on the size of the offering as well as the corresponding
reduction in debt, the ratings and LGD point estimates on
individual debt instruments may change.

These ratings are affirmed:

* Corporate Family Rating at B2;
* Probability of Default Rating at B2;
* $1.7 billion first-out term loan at Ba3 (LGD3, 32%);
* $600 million first-loss term loan at B1 (LGD 4, 56%);
* $1.175 billion senior unsecured notes at B3 (LGD5, 76%);
* $656 million senior subordinated notes at Caa1 (LGD6, 93%); and
* Speculative grade liquidity rating at SGL-1.

The last rating action on Dollar General was on March 26, 2009,
when its Corporate Family Rating was upgraded to B2 from B3.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, operates over 8,400 extreme value general merchandise
stores in 35 states.  Revenues are nearly $11 billion.


DOLLAR GENERAL: S&P Puts 'B+' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B+' corporate credit rating, on Dollar General
Corp. on CreditWatch with positive implications.

The CreditWatch placement follows Dollar General's S-1 filing,
under which it plans to sell $750 million in common stock.  Dollar
General plans to use a portion of the proceeds to repurchase a mix
of its existing subordinated and senior unsecured notes, subject
to a 35% equity clawback provision under these indentures.  In
addition to the common stock offering, Dollar General plans to pay
a $200 million dividend to its equity sponsors with cash from
operations.

"If completed," said Standard & Poor's credit analyst Ana Lai, "we
expect debt reduction along with improvement in cash flow to
result in a meaningful decrease in debt leverage, with total debt
to EBITDA declining toward the low-4x level from about 5x
currently."

"We expect Dollar General's positive operating momentum to
continue in the second quarter of 2009 as the company continues to
benefit from consumers' trading down as well as its own
restructuring initiatives," added Ms. Lai.  Same-store sales
increased 13% and EBITDA increased to $290 million from
$182 million in the first quarter ended May 1, 2009.


DOUBLE EXPOSURE: Recession Led to Chapter 11 Bankruptcy
-------------------------------------------------------
Julia Pal-Chaudhuri's Double Exposure Studio LLC has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York, blaming it on recession, Daryl
Lang at Photo District News reports.

Double Exposure listed less than $50,000 in assets and $100,000 to
$500,000 in debts, which include unpaid taxes, Photo District
relates.

Photo District states that Ms. Pal-Chaudhuri, aka Indrani, was
named this year as an additional defendant in All Points Capital
Corporation's lawsuit against photographer Markus Klinko in 2007.
According to the report, All Points was seeking payment of
hundreds of thousands of dollars in mortgage debts.

Julia Pal-Chaudhuri is a New York-based celebrity photographer who
owns Double Exposure Studio.  She and Markus Klinko were formerly
a romantic couple and remain business partners.  The two have
photographed A-listers like Will Smith and Beyonce and shot work
for major clients including Nike and Vogue.  The photographers are
scheduled to star in an upcoming reality show on the Bravo network
called "Double Exposure".


DOW INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dow Industries
        2606 E. La Madre Way
        North Las Vegas, NV 89081

Bankruptcy Case No.: 09-25466

Chapter 11 Petition Date: August 21, 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/nvb09-25466.pdf

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


DRAIN DOCTORS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Drain Doctors, Inc.
        1102 E. 139th Avenue
        Tampa, FL 33613

Bankruptcy Case No.: 09-18471

Chapter 11 Petition Date: August 21, 2009

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

Judge: K. Rodney May

Debtor's Counsel: Allan C. Watkins, Esq.
                  Watkins Law Firm, PA
                  707 N Franklin Street, Suite 750
                  Tampa, FL 33602
                  Tel: (813) 226-2215
                  Email: watkinslaw@worldnet.att.net

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

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

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

The petition was signed by Ryan Pelky, president of the Company.


DYNAMOTIVE ENERGY: Posts $3MM Net Loss in Six Months Ended June 30
------------------------------------------------------------------
Dynamotive Energy Systems Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
6-K for the three and six months ended June 30, 2009.

For three months ended June 30, 2009, the Company posted a net
loss of $1.53 million compared with a net loss of $2.90 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $3.22 million compared with a net loss of $4.34 million for the
same period in 2008.

The Company's balance sheet showed total assets of $36.06 million,
total liabilities of $11.34 million and stockholders' equity of
about $24.72 million.

The Company also disclosed that the financial statements were
prepared on the going concern basis, which presumes the Company
will be able to realize its assets and discharge its liabilities
in the normal course of operations for the foreseeable future.

A full-text copy of the Company's financial statements for the
periods ended June 30, 2009, is available for free at
http://ResearchArchives.com/t/s?42e0

Dynamotive Energy Systems Corporation (OTC BB: DYMTF.OB) --
http://www.dynamotive.com/-- is an energy solutions provider
headquartered in Vancouver, Canada, with subsidiaries based in the
United States, United Kingdom and Argentina.  Its
carbon/greenhouse gas neutral fast pyrolysis technology uses
medium temperatures and oxygen-less conditions to turn dry waste
biomass and energy crops into BioOil(TM) for power and heat
generation.  BioOil(TM) can be further converted into vehicle
fuels and chemicals.


ELEMENT ALUMINUM: Auctions Substantially All Assets Today
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized, Element Aluminum, LLC, and Hayes Tennessee Venture,
LLC to sell substantially all of their assets at an auction at
theoffices of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C., 165 Madison Ave., Suite 2000, Memphis, Tennessee, today,
Aug. 25, 2009, at 1:00 p.m., prevailing Central time.

A hearing on the sale motion will be held on Aug. 26, 2009, at
9:30 a.m. (Central Time).

The Debtors relate that the sale of their assets is necessary for
sufficient cash flow to continue operations for any period of
time.

The Debtors add that the potential purchaser, ElementAL Holdings,
LLC, is one of the Debtors' prepetition secured lenders.
ElementAL will purchase the Debtors' assets for $2.30 million
payable as cash payment of $1.43 million plus a credit bid in the
amount of $870,000 in partial satisfaction of the Note.

The Debtors also state that the assets are collateral for a
prepetition secured loan from Buyer evidenced by the Second
Amended and Restated Secured Master Note and Waiver dated
May 29, 2009, with a balance owing of $2.38 million as of the
petition date.

In the event that the assets are sold to a party submitting a
qualified bid other than the Stalking Horse, then the Stalking
Horse will be entitled to a break-up fee of $230,000.

                   About Element Aluminum, LLC

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).  Baker, Donelson, Bearman,
Caldwell & Berkowitz, P.C., represents the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,0


ENCORIUM GROUP: Posts $2MM Q2 Loss, May Dissolve by Q1 2010
-----------------------------------------------------------
Encorium Group, Inc., posted a net loss of $1.94 million for three
months ended June 30, 2009, compared with a net loss of
$1.44 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $2.13 million compared with a net loss of $3.45 million for the
same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $14.32 million, total liabilities of $12.53 million and
stockholders' equity of $1.79 million.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company related that its net
cash used in operations for the six months ended June 30, 2009,
was $4.70 million.  Its cash and cash equivalents as of June 30,
2009, was $839,000.  In the event the sale of its subsidiary,
Encorium Oy, is not consummated, it anticipates that it will meet
its cash requirements at least into the second quarter of 2010.

In the event it is unable to do so, in order for the Company to
continue as a going concern it will be required to obtain
additional capital from external sources or significantly reduce
its operating costs, which may include the cessation of operations
in some countries or liquidation and dissolution of the Company.
Any decision to liquidate the Company may occur at any point
during or before the first quarter of 2010.

The Company's ability to obtain additional financing in the future
will depend in part upon prevailing capital market conditions,
well as conditions in its business and its operating results.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42d1

Encorium Group, Inc. (NASDAQ:ENCO) is a clinical research
organization, which is engaged in the design and management of
clinical trials for the pharmaceutical, biotechnology and medical
device industries.  The Company's clients consist of companies in
the pharmaceutical, biotechnology and medical device industries.
The Company offers a range of clinical research and development
services supporting Phase I through Phase IV clinical trials, such
as strategic trial planning, project management, monitoring, data
management and biostatistics, pharmacovigilance, medical writing,
quality assurance, outsourcing of clinical staff and medical
device certification in the European Union.  The Company's
services include study protocol design, clinical trials
management, global data management services, biostatistics,
medical and regulatory affairs, quality assurance and compliance
and medical report writing.


ESCADA AG: U.S. Unit to Honor Customer Programs
-----------------------------------------------
Escada (USA) Inc. avers that the filing of its Chapter 11 Case may
negatively affect customers' attitudes and behavior toward its
businesses.  The Debtor is concerned that its goodwill and
ongoing business relationships may erode if its customers
perceive that it is unable or unwilling to fulfill the
prepetition promises it made through its customer programs and
practices.

The Debtor's Customer Programs include:

  -- Gift Certificates,

  -- Refund and Exchange Program, where customers are allowed to
     return or exchange merchandise of the Debtor that is in
     saleable condition within 10 days of purchase,

  -- Price Adjustment Policy, where the Debtor provides a price
     adjustment to customers if an item goes on sale within 10
     days of purchase, and

  -- Wholesale Customer Programs.

As of the July 31, 2009, the Debtor had approximately $520,917 in
outstanding gift certificates and credits for customers.  Over
the past twelve months, on average, approximately $2,785,165
worth of merchandise purchased by customers from the Debtor was
either returned or exchanged in the Debtor's stores.  The Debtor
does not anticipate the monthly average amount of returns or
exchanges to deviate substantially as a result of its Chapter 11
case.

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
tells the Court that the Customer Programs generally cost little
to the Debtor, but generate significant benefits by rewarding
customer loyalty and otherwise promoting sales.

Accordingly, the Debtor sought and obtained the Court's
authority, on an interim basis, to perform and honor its
prepetition obligations related to the Customer Programs.

The Court will convene a final hearing on September 9, 2009.

                         About Escada AG

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

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

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

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

            http://bankrupt.com/misc/sdny09-15008.pdf


ESCADA AG: U.S. Unit to Pay Debt to Common Carriers
---------------------------------------------------
Escada (USA) Inc. maintains that its business operations and the
success of its reorganization depend on the maintenance of
reliable and efficient transportation and distribution systems for
retail merchandise.

The Debtor has identified a core group of common carriers that
consists of carriers, shippers, freight forwarders and truckers.
They include Deutsche Lufthansa AG, Schaeffer Trans, Inc., United
Parcel Service of America, Inc., FedEx Corporation, Savino Del
Bene USA Inc. and Agility Logistics GMGH.  The Debtor has
determined that each of the Common Carriers is absolutely
necessary to the continued shipping, delivery and return of goods
used or sold in the ordinary course of its business.

Fashion Logistics, Inc., is the domestic warehouse and
distribution center through which all Retail Merchandise travels
between delivery from the Debtor's parent and distribution to the
retail stores in which it is sold.  The Debtor has determined
that the services of Fashion Logistics or the Distribution
Manager are absolutely necessary to the continued shipping and
sales of the Retail Merchandise, and without its services the
Debtors will be unable to timely ship goods or process sales of
Retail Merchandise.

The Debtor estimates that Retail Merchandise valued at
approximately $12,100,000 is currently being held in the
Distribution Manager's warehouse in New Jersey or currently being
shipped by any of the Common Carriers for returns processing and
order fulfillment.  The total estimated amount owed to all Common
Carriers and the Distribution Manager and the maximum amount
required to obtain or deliver the Retail Merchandise is
approximately $190,000.  The Debtor tells the Court it intends to
negotiate with the Common Carriers and the Distribution Manager
to obtain continued services with less than full payment.

To avoid disruptions in its operations, the Debtor sought and
obtained the Court's authority, on an interim basis, to pay all
valid prepetition claims of the Common Carriers and the
Distribution Manager in an amount not to exceed $190,000.

The Court will convene a final hearing on September 9, 2009.

                         About Escada AG

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

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

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

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

            http://bankrupt.com/misc/sdny09-15008.pdf


ESCADA AG: U.S. Unit to Pay Prepetition Employee Wages
------------------------------------------------------
In connection with its operations, Escada (USA) Inc. currently
employs 239 employees, of which 221 are full-time employees and 18
are part-time employees.  To minimize the personal hardship that
employees would suffer if they are not paid when due and to
maintain the morale of its essential workforce, the Debtor sought
and obtained authority from the Court, on an interim basis, to
continue to honor existing prepetition practices, programs and
policies with respect to its employees.

The Employee Obligations include wages, salaries, reimbursement
obligations for business expenses, federal and state withholding
taxes and other amounts withheld, employee health benefits,
insurance benefits, paid time off, short- and long-term
disability coverage and all other employee benefits that the
Debtor has historically provided prepetition.

The Debtor's average monthly gross payroll for all Employees is
approximately $1,476,000.

Reimbursements obligations are for business expenses like travel
costs and equipment costs.  Garnishments that the Debtor
withholds in the ordinary course of payroll processing include
tax levies, child support and other Court-ordered garnishments.
The Debtor withholds, on average, $1,250 per pay period on
account of the Garnishments.

The various benefit plans and policies the Debtor maintain for
its Employees can be divided into:

  (1) medical insurance, dental insurance, vision care, life and
      accidental death and dismemberment insurance, long- and
      short-term disability insurance, supplemental short term
      disability, dependent care spending accounts, health care
      reimbursement accounts, the "health advocate" program and
      group travel/accident insurance;

  (2) paid time off plans, including vacation days, personal
      days, sick days and bereavement leave;

  (3) a 401(k) plan;

  (4) an educational assistance program;

  (5) a clothing allowance program;

  (6) a car allowance program;

  (7) an employee assistance program; and

  (8) a severance plan.

The Debtor believes that its annual expenditures under the
Employee Benefit Plans aggregate to approximately $5 million.

The Debtor also believes it is necessary to continue payment of
administrative fees to the various administrators that administer
the Debtor's Employee Obligations and related Employee Benefit
Plans.  Without the continued services of these administrators,
including Paychex, UnitedHealthCare, Lincoln, Cigna, Prudential
and AHAC, the Debtor says it will be unable to continue to honor
its Employee Obligations and related Employee Benefit Plans in an
efficient and cost-effective manner.

As of the Petition Date, the Debtor estimates to owe these
Prepetition Employee Obligations:

     Employee Compensation            $337,071
     Reimbursement Obligations         $60,000
     Garnishments                            -
     Employee Benefit Plans           $280,000
     Payroll Tax Obligations        de minimis

The Debtor, Judge Bernstein ruled, is permitted to make all
payments with respect to the Prepetition Employee Obligations,
provided that the compensation paid to each Employee does not
exceed the $10,950 cap under Section 507(a)(4) of the Bankruptcy
Code.

The Debtor may not pay prepetition Reimbursement Obligations in
excess of $1,000 per employee prior to the Final Hearing, the
Court ruled, Judge Bernstein ordered.

The Court also held that (i) no prepetition amounts attributable
to the Car Allowance Program or Clothing Allowance Program will
be paid prior to the Final Hearing, and (ii) no severance
obligation may be paid by the Debtor prior to the Final Hearing.

JPMorgan Chase and any other bank authorized to administer the
Debtor's bank accounts under its Cash Management System Motion
are permitted to receive, process, honor and pay any and all
other transfers that are related to the Prepetition Employee
Obligations.

The Debtor is allowed to issue postpetition checks or to effect
postpetition funds transfer requests in replacement of any checks
or funds transfer requests related to Employee Obligations
dishonored or rejected as a consequence of the commencement of
the Debtor's Chapter 11 case.

The Court will convene a final hearing on the Debtor's request on
September 9, 2009.

                         About Escada AG

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

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

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

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

            http://bankrupt.com/misc/sdny09-15008.pdf


ESCADA AG: Various Parties Interested in Assets, Brand Name
-----------------------------------------------------------
Several parties might be interested in acquiring the assets and
brand name of Germany-based fashion house Escada AG while in
insolvency proceedings, German newspaper Handelsblatt reported
without divulging its source.

Among those interested may be LVMH Moe Hennessy Louis Vuitton SA
and PPR SA, Handelsblatt related.  Bloomberg News noted in a
separate report that a group of investors, which include
Nickolaus Becker, former chairman of EM.TV AG, has made known its
interest in Escada AG's brand, licensing rights and inventory
through a letter to the Company.

Escada AG filed an insolvency petition with the Municipal Court
of Munich on August 13, 2009, in light of sharp declines in
sales, weak demand for luxury goods and unsuccessful
restructuring efforts.  The goal of the petition was to effect a
restructuring of the ESCADA Group business either through an
insolvency plan under German insolvency law or by a structured
sales process of Escada AG's assets.

As part of its restructuring efforts before August 13, Escada AG
made a senior notes offering to increase liquidity.  The Offer
was conditioned on the receipt of gross proceeds of at least
EUR29 million or US$41.1 million.  The Company, however, failed
to obtain the minimum tender condition of at least 80% of the
aggregate principal amount of the Senior Notes by the August 11,
2009 expiration date of the Offer.

The Munich Court appointed Christian Gerloff, LL.D., as
preliminary insolvency administrator on the same day.  Mr.
Gerloff has taken up his tasks and has held first meetings with
the Company's Board of Management.  "My first impression is that
Escada AG is very well prepared for insolvency proceedings," Mr.
Gerloff noted in a public statement.  "From [this filing's]
perspective these careful preparations would suggest that there
are chances to maintain the going concern."

Escada AG's largest investors are Russian millionaire Rustam
Aksenenko, who owns 20.9 percent of the stock, as well as German
billionaires Wolfgang and Michael Herz, who hold 12.45 percent
each, Bloomberg News noted in a separate report.

Escada AG acts as the operating head of the ESCADA Group and has
its registered offices in Aschheim near Munich, Germany.  Founded
in 1976 by Margaretha and Wolfgang Ley, the ESCADA Group is an
international fashion group for women's apparel and accessories,
which is active on the international luxury goods market.  Since
July 2009, Bruce Salzer took over as chief executive officer of
the ESCADA Group.

The ESCADA Group maintains distribution companies in some of its
key markets in France, Hong Kong, Japan, Spain and the United
States.  To avoid disruption in its U.S. operations, Escada (USA)
Inc. filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York on August 14, 2009.  Judge
Stuart M. Bernstein handles the case.  Escada USA's latest
balance sheet noted US$61 million in assets and US$86 million in
liabilities, which does not include debts of EUR200 million in
senior notes owed by Escada AG and EUR13 million owed by Escada
AG to Bayerische Hypo-und Vereinsbank-led lenders.

As of August 13, 2009, the ESCADA Group operated 175 owned
stores, 163 franchise stores and 20 owned outlet stories.  As of
June 30, 2009, Escada AG had 2,084 employees.

The ESCADA Group reported consolidated assets of EUR322.2 million
and consolidated liabilities of about EUR338 million as of
April 30, 2009.

The ESCADA Group has listed net losses since 2007.  It reported a
net loss of about US$130 million in the six months ended
April 30, 2009, approximately US$99.5 million for the fiscal year
ended October 2008, and approximately US$38.2 million in the
fiscal year ended October 2007.  The losses have been partly due
to decline in sales and weak demand for Escada goods.

               CEO, Board Members Dispose Shares

Escada AG said Chief Executive Officer Bruno Saelzer sold shares
after the company filed for insolvency, Holger Elfes at Bloomberg
News reported, citing Escada's statements on the OTS newswire.
Mr. Saelzer, who joined Escada last year, sold 48,000 shares
Aug. 17 for 75 cents (US$1.07) each and 77,882 share August 18
for 82 cents each.  Jessica Saelzer, the CEO's wife, sold 142,000
shares August 18 for 81 cents apiece and another 18,000 for 77
cents a piece.  Board member Werner Lackas sold 100,960 shares
for 87 cents each August 18, according to a separate statement.

                         About Escada AG

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

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

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

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

             http://bankrupt.com/misc/sdny09-15008.pdf


ESSAR STEEL: Moody's Reviews 'Caa1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service placed the ratings (Caa1 corporate
family rating) of Essar Steel Algoma Inc. under review for
possible downgrade.  The company has had back-to-back quarters
where EBITDA was negative, sales in the quarter ended June 30,
2009 fell 67% compared to a year ago, and demand among its end
markets is expected to continue to be weak, making compliance with
the existing financial covenants in its credit agreements highly
unlikely in the September quarter.  The company intends to seek a
waiver or amendment of the financial covenants from its lenders.
However, even if it is successful in obtaining a waiver or
amendment, Algoma's leverage will remain especially high given the
depressed state of the North American steel industry, and debt
restructuring is possible in Moody's opinion.  During the course
of Moody's review, Moody's will monitor the company's progress in
obtaining a covenant waiver or amendment and also try to ascertain
the potential for a capital contribution or other form of support
from its parent, Essar Global.

These ratings were placed under review for possible downgrade:

* Caa1 corporate family rating
* Caa1 probability of default rating
* B3 for its senior secured term loan facility due 2013
* Caa2 for its 9.875% senior unsecured notes due 2015

Moody's previous rating action for Algoma was on March 24, 2009,
when the company's corporate family rating was lowered to Caa1,
its outlook was changed to negative, and its speculative grade
liquidity rating was lowered to SGL-4.

Essar Steel Algoma Inc. is an integrated steel producer
headquartered in Sault Suite Marie, Ontario.  Approximately 80% of
Algoma's sales are sheet products, with plate products accounting
for the balance.  Algoma's principal end markets are steel service
centers, the automotive industry, steel fabricators and
manufacturers.


FIRST UNITED: Doesn't Expect Chapter 11 as Margins Improve
----------------------------------------------------------
First United Ethanol, LLC, said in a filing with the U.S.
Securities and Exchange Commission on August 24 that it doesn't
anticipate filing for bankruptcy, but instead is realizing
positive crush margins that continue to improve its cash flow and
liquidity.

First United had said in its Form 10-Q filing with the SEC on
August 14, "We have been involved in discussions with our primary
lender, WestLB, regarding certain past and potential future non-
compliance with our financial loan covenants that have resulted
from the current conditions in the ethanol industry and our
financial condition.  Under the terms of our senior credit
agreement with WestLB, we are required to repay the amount that
our working capital loans outstanding exceed our borrowing base.
Our borrowing base is 80% of the value of certain accounts
receivable and certain inventory owned by the Company and
calculated on a monthly basis.  As of June 30, 2009 our working
capital loans exceeded our borrowing base by $6,815,720 and we
were not able to repay that amount to WestLB.  Accordingly, we
requested a waiver for the covenant contained in the credit
agreement requiring us to repay the difference between our working
capital loans outstanding and our borrowing base.  WestLB granted
us a waiver of this covenant through July 31, 2009.  In addition,
WestLB granted us a waiver of this covenant through September 30,
2009, so long as our working capital loans do not exceed our
borrowing base by more than $6,490,000.  As of July 31, 2009, our
working capital loans exceeded our borrowing base by approximately
$4,418,000.  WestLB has indicated its willingness to work with us
on a month to month basis to determine whether a waiver of this
covenant will be granted for another one month period; however, at
any time WestLB could decide not to grant this waiver and we would
be in default on our senior credit agreement.  If we violate the
terms of our loan or fail to obtain a waiver of any such term or
covenant, our primary lender could deem us in default of our loans
and require us to immediately repay a significant portion or
possibly the entire outstanding balance of our loans.  If we do
not have the funds available to repay the loans or we cannot find
another source of financing, we may have to liquidate or
reorganize under Chapter 11 bankruptcy protection.  As a result,
this raises substantial doubt about our ability to continue as a
going concern."

According to First United in its August 24 filing, the 10Q
discussed covers financial information as of June 30, 2009, and
does not reflect the past two months of operations.  "In an effort
to fully comply with SEC reporting requirements, we disclose all
possible contingencies in our quarterly filings including
bankruptcy.  However, as we state in the report, we do expect to
be able to satisfy our cash requirements for the next 12 months
using only our revolving line of credit, senior credit facility,
and earnings from operations.  We had positive crush margins
during the last part of June 2009 going forward.  August's crush
margins have grown stronger in response to our ability to purchase
local corn.  We are optimistic that favorable margins will
continue as we complete our fourth fiscal quarter and move into
the corn harvest season as local corn producers have already begun
delivering their 2009 corn crop to our facility," First United
stated.

First United said that First United is producing at 100% capacity
and expects to maintain production as supported through its
current cash flow.  The Company fully expects to pay its principal
and interest payments to WestLB on September 30 as scheduled.

Jimmy Anderson -- a director in the Energy Group of West LB, lead
bank for the syndicate which holds SWGE's senior credit agreement
and line of credit, said, "Many of the references in the articles
were based on risk factors that exist in the ethanol industry and
events that COULD happen.  Outlining these risk factors in a
company's 10Q filing does NOT imply that this situation will occur
or is occurring.  While the ethanol industry as a whole struggled
earlier in the year, many ethanol plants including SWGE are
currently realizing improved margins.  Based on information from
the company, WestLB anticipates that SWGE will make the
September 30, 2009 debt service payment.  We also recognize that a
key component to SWGE's continued success is their ability to run
at 100% capacity using corn purchased from local farmers."

First United Ethanol, LLC -- http://www.firstunitedethanol.com/--
or FUEL is a progressive company with deep roots in South Georgia.


GANNETT CO: Moody's Confirms Corporate Family Rating at 'Ba1'
-------------------------------------------------------------
Moody's Investors Service confirmed Gannett Co., Inc.'s Ba1
Corporate Family Rating Ba1 Probability of Default Rating, and Ba2
un-guaranteed senior unsecured notes rating.  In addition, Moody's
assigned Baa3 ratings to Gannett's senior unsecured guaranteed
bank facilities and to its guaranteed senior unsecured exchange
notes due 2015 and 2016.  The company's speculative grade
liquidity rating was upgraded to SGL-3 from SGL-4 and the rating
outlook is negative.  The rating actions conclude the review for
possible downgrade initiated on April 20, 2009.

The rating confirmations reflect Gannett's continued meaningful
free cash flow generation.  Gannett's local media properties are
vulnerable to media fragmentation, but its scale within its
markets, diversity of assets that includes some meaningful digital
properties, good cost control, and ability to leverage the
infrastructure of multiple media properties within local
geographic regions nevertheless distinguish it from smaller local
media operators.  Moody's believes Gannett will continue to
capitalize on these strengths to generate free cash flow in excess
of 8% of debt and maintain a modest cushion under its 3.5x senior
debt-to-EBITDA covenant over the next several years
notwithstanding continued downward pressure on newspaper revenue.
The rating confirmation also reflects Moody's expectation that
Gannett will continue to pay down debt from free cash flow and
continue in the near term the process started with the May 2009
exchange offer to proactively reduce the refinancing risk
associated with $3.3 billion of bonds and loans that mature in
2011 and 2012 through term-out refinancings.

Confirmations:

Issuer: Gannett Co., Inc.

  -- Corporate Family Rating, Confirmed at Ba1

  -- Probability of Default Rating, Confirmed at Ba1

  -- Issuer Rating, Confirmed at Ba2

  -- Multiple Seniority Shelf/Senior Unsecured Shelf, Confirmed at
     (P)Ba2

  -- Guaranteed Senior Unsecured Bonds due 2011 and 2012,
     Confirmed at Ba2, LGD5 - 87% from LGD5 - 85%

Upgrades:

Issuer: Gannett Co., Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Assignments:

Issuer: Gannett Co., Inc.

  -- Guaranteed Senior Unsecured Bank Credit Facility, Assigned
     Baa3, LGD3 - 36%

  -- Guaranteed Senior Unsecured Bonds due 2015 and 2016, Assigned
     Baa3, LGD3 - 36%

Outlook Actions:

Issuer: Gannett Co., Inc.

  -- Outlook, Changed To Negative From Rating Under Review

The upgrade of the speculative grade liquidity rating to SGL-3
from SGL-4 reflects Gannett's very good internal liquidity and
modest expected cushion within its financial maintenance covenants
over the next two years.  Gannett's existing cash and projected
annual free cash flow in a $375 -$525 million range in 2009 and
2010 provide good near term internal liquidity given the absence
of maturities until June 2011.  Moody's projects Gannett's free
cash flow will be moderately higher than what was anticipated when
the liquidity rating was lowered to SGL-4 in April 2009.  Key
factors driving this change in forecast include deeper-than-
anticipated cost reductions, the absence of required pension
contributions in 2010, and lower than anticipated cash taxes in
2009.  The Ba1 CFR reflects Moody's expectation that Gannett's
free cash flow would allow it to obtain a covenant amendment, if
necessary, although such an amendment is not factored into the
SGL-3 liquidity rating.

The negative rating outlook reflects Gannett's elevated debt-to-
EBITDA leverage for the rating (approximately 4.1x LTM 6/28/09
incorporating Moody's standard adjustments including the under-
funded pension position as debt) and the potential that a deeper
or more prolonged downturn not counterbalanced with cash saving
initiatives could heighten the risk of a covenant violation over
the next 24 months.  The negative rating outlook also reflects the
growing liquidity pressure that will occur if Gannett does not
proactively address its 2011 and 2012 maturities in the near term
and the risk that any refinancings will occur at higher interest
rates than assumed by Moody's.

The last rating action on Gannett was April 20, 2009, when Moody's
placed the company's Ba1 CFR, Ba1 PDR and Ba2 senior unsecured
notes ratings on review for possible downgrade, and downgraded the
liquidity rating to SGL-4 from SGL-3.

Gannett Co. Inc., headquartered in McLean, Virginia, is a
geographically diversified international news and information
company.  Annual revenue is approximately $6 billion.


GENERAL MOTORS: Board Postpones Opel Sale Decision
--------------------------------------------------
Katie Merx at Bloomberg News reports that General Motors Co.
postponed a decision on the sale of its Opel division after the
board questioned the German government's financing of a bid from
Magna International Inc. and sought information on funding for an
offer from RHJ International SA.

Citing a person familiar with the negotiations, who asked not to
be identified because they aren't public, Bloomberg discloses the
board didn't get a financing package from the German government
for Brussels-based RHJ.  GM, Bloomberg says, will ask Germany for
more information about financing options, including funding for
RHJ.

The board hasn't scheduled another meeting or set a deadline for a
decision, Bloomberg notes.  GM, Bloomberg states, will recommend
its preference to the Opel Trust board, the panel assembled to
decide Opel's fate.

                            Options

Jeff Green and Katie Merx at Bloomberg News reports GM's board is
considering all options for its German Opel unit, including
rejecting two pending bids and keeping it as a wholly owned
subsidiary.  Citing a person familiar with the discussions,
Bloomberg says new GM directors, dominated by members who joined
after a U.S.-backed bankruptcy, are also considering keeping or
dissolving Opel.

                             Action

Andreas Cremer at Bloomberg News reports German Chancellor Angela
Merkel said GM should decide this week on the future of its Opel
unit.

Bloomberg relates Ms. Merkel, who restated her preference for an
offer by Magna, said she "regrets" the failure of GM's board to
take action when it reviewed bids for Opel on Aug. 21.  The German
chancellor, as cited by Bloomberg, said a decision by GM would be
"urgently necessary" because of Opel's "economic situation".

According to Bloomberg, Ms. Merkel, faced with rising unemployment
as national elections loom on Sept. 27, said Magna made a "very
good offer" for Opel that she believes will secure more German
jobs.  Bloomberg recalls Germany agreed to back Opel's sale with
EUR1.5 billion (US$2.2 billion) in short-term loans in May,
picking Magna as the preferred bidder.  The German government
offered on Aug. 20 to shoulder the entire EUR4.5 billion in loan
guarantees for Magna's offer and negotiate with European Union
countries on burden-sharing afterward, Bloomberg recounts.

Separately, Andreas Cremer at Bloomberg News, citing the
Frankfurter Allgemeine Sonntagszeitung, reports Guido Westerwelle,
the leader of the Free Democrats, Ms. Merkel's coalition partner
of choice, said the German chancellor shouldn't unduly favor Magna
as the preferred buyer of GM's Opel unit.   Bloomberg relates
Mr. Westerwelle, the party's chairman, told the newspaper in an
interview "Giving one-sided preferential treatment to an investor
with Russian inclinations neither helps German taxpayers nor Opel
workers".

                         Agreement

Andreas Cremer at Bloomberg News, citing German Economy Minister
Karl-Theodor zu Guttenberg, reports Germany is confident of
agreement with GM on a buyer for its Opel unit even after the U.S.
carmaker postponed a decision on a possible sale.  According to
Bloomberg, Mr. Guttenberg told the newspaper the German federal
government and authorities from the four states with Opel plants,
which all favor Magna's bid, provided GM's board of directors with
"all information that in their view will be needed for a
decision".

                          Vauxhall

Sarah Arnott at The Independent reports Vauxhall's future was
hanging in the balance Friday as the board of its US parent
company, GM, met to choose between the two competing buyers for
its European operations.  Vauxhall has two UK factories, in Luton
and Ellesmere Port, which employ around 5,000 people.

                       About General Motors

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

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

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

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

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


GENERAL MOTORS: KDB Won't Provide Daewoo Aid Absent Long-Term Plan
------------------------------------------------------------------
Korea Development Bank reiterated in mid-August that it won't
provide financial support to GM Daewoo Auto & Technology Co.
unless General Motors presents a long-term development plan for
the South Korean unit, the Wall Street Journal reports.

GM has engaged in "constructive" negotiations with the KDP on new
financing aid for Daewoo, which GM Chief Financial Officer Ray
Young confirmed over Reuters Television.  South Korean officials
have said that they are waiting see resolution of New GM's
restructuring before completing talks on new financing support for
GM Daewoo, Reuters noted.

"There is no change in our [existing] stance that no additional
funding or refinancing will be made to GM Daewoo if GM plans to
operate the Korean unit as just a manufacturing base of small
cars," KDB spokesman Sung Ju-young said in a telephone interview
with the Journal.

Mr. Young has said that GM Daewoo is "a critical element of
the new General Motors," offering strategic importance to the
Company.

                           Spark Revived

GM Daewoo Auto & Technology Co., General Motors Co.'s South Korean
unit, introduced the "Spark" minicar, as the automaker seeks to
regain market presence by paying more attention to small cars and
Asian operations, Seonjin Cha of Bloomberg News reported
August 19, 2009.

GM Daewoo reportedly spent an equivalent of $236 million in a span
of more than 27 months to develop the Spark, the report related.
In South Korea, the Spark will cost around 9.06 million won, or
US$7,200, to 10.09 million won, with three sub models, Bloomberg
said.

The Spark, fitted with a 1-liter gasoline engine and four-speed
automatic transmission, can travel 17 kilometers per liter,
Bloomberg quoted sources as saying.  GM Daewoo will market the car
domestically starting September 1 under the name Matiz Creative,
Bloomberg added.

"The Spark can trigger a sales recovery for GM and help cement GM
Daewoo's role within GM," said Sohn Myung Woo, a Seoul-based
analyst at Woori Investment & Securities Co. "It has a symbolic
importance for both GM Daewoo and its parent."

Bloomberg, citing sources close to the company, said GM Daewoo
will start export production of the Spark late this year.  Sales
outside of Korea will start early 2010 in Europe.  The Spark will
be introduced to the U.S. market by 2011.

                       About General Motors

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

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

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

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

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


GENERAL MOTORS: New GM Hikes Production in U.S. & Canada
--------------------------------------------------------
General Motors Company said on August 18, 2009, that it is
increasing production at several North America assembly plants in
response to increased sales.  The company will add shifts,
overtime and reinstate forecasted down weeks at select facilities.
As a result, GM will add about 60,000 vehicles in the third and
mainly the fourth quarter production forecast, ensuring a wide
selection of high-quality, fuel efficient cars, crossovers and
trucks for customers.

To help meet the increased demand, GM is adding shifts at CAMI,
Ontario, Canada where the next generation Chevy Equinox and all-
new GMC Terrain are built; and Lordstown, Ohio, where the fuel-
efficient Chevy Cobalt will be built.  This will bring
approximately 1,350 United Autoworkers and Canadian Autoworkers
employees back to the assembly lines.  The Chevy HHR and Colorado
and the GMC Canyon are also experiencing increased demand. Based
on consumer reaction to the Chevy Camaro, Cadillac SRX and CTS
Wagon and the Buick LaCrosse, GM anticipates the need to increase
production at our plants will continue.

"We are running our plants to maintain maximum flexibility and
keep production tightly aligned with customer demand," said Tim
Lee, GM group vice president, global manufacturing and labor.
"The uptick is an encouraging sign that vehicle sales are turning
around, and we will ramp up quickly to meet that demand."

In July and August, the popular Cash for Clunkers program
generated substantial demand for a broad range of fuel efficient
vehicles within GM, including the Chevy Aveo, Cobalt, HHR, Malibu,
Equinox and Colorado.  This latest round of production increases
will go a long way in rebuilding dealer inventories to help us
meet strong consumer demand, GM said.

The U.S. Goverment's Cash for Clunkers program provides incentives
to buyers of new cars in exchange of their old, fuel-costly cars.
The program, according to Bloomberg News, which initially had a $1
billion funding, was exhausted in its first week.  The funding has
since been expanded to $3 billion, Matthew Goldstein of Reuters
said.

"It's gratifying to see demand for our products accelerate and we
are extremely lean with inventories on our launch products like
Camaro, Equinox, LaCrosse, SRX, CTS Wagon and Terrain," said Mark
LaNeve, vice president, U.S. sales.  "During the third quarter
2009, we've added production which will result in 35 percent
increase over the second quarter.  With [the] announcement of
further additions, the fourth quarter will now be at least 20
percent higher than the third quarter, which is a very positive
trend."

According to a report by the USA Today, GM's third quarter 2009
production is expected to be higher by 35% than the second quarter
and the automaker anticipates a fourth quarter production 20%
higher than the third quarter.

With 18.9% of all new vehicles whose clunkers deals had been
submitted, Toyota Motor Corp. has overtaken General Motors Co. as
the top manufacturer of new vehicles purchased under the U.S.
cash-for-clunkers, the Examiner reported August 19.

According to a report from the National Highway Traffic Safety
Administration, GM accounted for 17.6% as of August 14.  NHTS'
initial tally on August 5 gave GM the highest Cash for Clunkers
sales percentage with 18.7%.

Mr. LaNeve, as quoted by Dow Jones Newswires, said U.S. vehicle
sales could hit as high as 13.5 million in 2010.  Mr. LaNeve
believes the industry-wide demand could range between 11 million
and 13.5 million, citing that the 13.5 million estimate is
"achievable," the report said.

In other news, MarketBeat of the Wall Street Journal observed that
Motors Liquidation Company, or Old GM, is trading like General
Motors Company, a report dated August 12, 2009, noted.

MarketBeat cited investors speculating on a pick-up for New GM's
business with Motors Liquidation's stock have caused an immediate
boost in volume of Motors Liquidation's stock.  Indeed, as of
August 12, 2009, Motors Liquidation's common stock shares were
trading at $1.17 compared to the $0.30 seen in July 2009,
MarketBeat pointed out.

To recall, trading in the shares of Old GM's common stock was
halted July 10, 2009, over confusion brought by the name change
with Old GM vs. New GM.  Moreover, Old GM shares were regarded as
having no value according to regulators.

                         Canada Operations

GM Canada is increasing production at its assembly plants in
response to increased consumer demand for new GM vehicles.  The
company will add overtime and a new shift to respond to the strong
demand for the new Chevrolet Camaro and Equinox and the GMC
Terrain.

GM is reinstating the third shift at CAMI, in Ingersoll where the
next generation Chevrolet Equinox and the all new GMC Terrain are
built.  The third shift will begin in October and result in the
recall of 350 CAMI team members.

Additionally GM Canada has advised employees that overtime for the
hot new Camaro at the Oshawa flex line will continue at least
through the end of October.  The plant has been running steady
overtime each Saturday since June to keep up with the high demand
and backlog of customer orders for the Camaro.

"The addition of the third shift at CAMI and the continued
overtime at the Camaro flex line is terrific news for our
employees, the CAW, dealers and suppliers. We are running our
plants to maintain maximum flexibility and keep production tightly
aligned with customer demand.  The uptick in sales is an
encouraging sign and we are able to ramp up quickly to meet
customer needs," said Arturo Elias president, GM Canada.

The increased production for our Canadian plants is due to
increased demand in Canada and the US and is a demonstration of
the customer acceptance of the Equinox and Camaro. The Equinox has
the best highway fuel economy in its class and has garnered high
praise from the motoring press.  The new Camaro with its smokin'
hot design and exceptional fuel economy has captured the
imagination of customers and led to a solid order bank.

                       About General Motors

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

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

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

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

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


GENERAL MOTORS: Toyota to Terminate Nummi Venture in March 2010
---------------------------------------------------------------
Toyota Motor Corp., is planning to end production at the New
United Motor Manufacturing, Inc., a factory in which it jointly
operates with General Motors, Chang Ran-Kim of Reuters reported on
August 16, 2009, citing a report by Asahi Shimbun in Japan.

NUMMI, which is based in Fremont, California, has been run by GM
and Toyota since 1984 and employs 4,600 workers.  Pontiac Vibe
station wagon for GM and the Corolla compact car and Tacoma pickup
truck for Toyota are manufactured at NUMMI.

Production of GM's Pontiac Vibe is due to end this month, Mr. Ran-
Kim reported.

Citing unnamed sources, the Asahi said that Toyota would transfer
production of the Tacoma pickup truck to its light trucks factory
in San Antonio, Texas in June 2010.  It will move output of the
Corolla sedan to its factory in Ontario, Canada, and a factory in
Japan, Reuters added.

Toyota has started to inform its main suppliers about the plans,
the Asahi said, according to the report.

GM had said in June 2009 that it is terminating the NUMMI venture
amid disagreements on the future product to be manufactured at the
facility.  In an effort to save the jobs of its 4,500 represented
workers, the United Auto Workers union called on its members to
urge U.S. lawmakers to impede the probable closure of NUMMI,
Reuters reported.

Lawmakers in California, as well as Governor Arnold Schwarzenegger
have appealed to Toyota to save the NUMMI plant, which 4,500
workers are represented by the United Auto Workers union.

                       About General Motors

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

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

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

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

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


GENERAL MOTORS: Close to Signing Deal to Sell Hummer to Chinese
---------------------------------------------------------------
General Motors Co. may sign an agreement for the sale of the
Hummer sport-utility vehicle business to a Chinese machinery maker
this week, Bloomberg News reported, citing two people familiar
with negotiations.  Executives from prospective buyer Sichuan
Tengzhong Heavy Industrial Machinery Co. based in Chengdu, China,
are expected to arrive in Detroit early this week for more
negotiations with GM, said the people, who asked not to be named
because the talks aren't public.  An agreement could be signed and
announced during the trip, one of the people said.  The sale
requires U.S. and Chinese regulatory approval.

According to Bloomberg, GM Chief Executive Officer Fritz Henderson
is working to dispose of half of the automaker's U.S. brands so
the carmaker can focus on the four that remain.  The Company is
eliminating the Pontiac brand, and deals are pending to sell its
Saab brand to Swedish sports car maker Koenigsegg Automotive AB
and Saturn to Penske Automotive Group Inc.

                       About General Motors

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

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

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

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

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


GRANT AFRICAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grant African Methodist Episcopal Church Of Los Angeles
        10435 South Central Avenue
        Los Angeles, CA 90002

Bankruptcy Case No.: 09-32456

Chapter 11 Petition Date: August 22, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: Giovanni Orantes, Esq.
                  Orantes Law Firm
                  3435 Wilshire Blvd, 27th Fl
                  Los Angeles, CA 90010
                  Tel: (888) 619-8222
                  Fax: (888) 789-5776
                  Email: go@gobklaw.com

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

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

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

             http://bankrupt.com/misc/cacb09-32456.pdf

The petition was signed by Rev. Leslie R. White, pastor & chairman
of the board of trustees of the Company.


GUARANTY FINANCIAL: To File for Chapter 11 as Bank Seized
---------------------------------------------------------
Guaranty Financial Group Inc. expects to commence a voluntary case
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of Texas.

The Company expects to file the Chapter 11 petition based on the
appointment by the Office of Thrift Supervision of the Federal
Deposit Insurance Corporation as receiver of Guaranty Bank, the
Company's wholly-owned subsidiary.

On August 21, 2009, Guaranty Bank, the principal asset of Guaranty
Financial, was closed by the OTS and the FDIC was appointed as
receiver of the Bank.  On the same date, the FDIC transferred
certain of the assets and liabilities of the Bank to BBVA Compass
or an affiliate.

As of June 30, 2009, Guaranty Bank had total assets of $13 billion
and total deposits of approximately $12 billion.  In addition to
assuming all of the deposits of the failed bank, BBVA Compass
agreed to purchase $12 billion of the failed bank's assets.  The
FDIC said it would retain the remaining assets for later
disposition.

On August 24, the New York Stock Exchange notified the Company
that it had suspended the listing of the Company's common stock
(NYSE:GFG), effective immediately.  The NYSE posted a press
release on its Web site stating that the decision to suspend the
listings was reached in view of the above events and the NYSE's
determination that the Company's securities are no longer suitable
for listing on the NYSE.  The Company does not intend to request a
review of the NYSE action.


HARRIS INTERACTIVE: Bell Won't Stand for Re-Election as Chairman
----------------------------------------------------------------
Harris Interactive Inc. said Howard Shecter and Steven Fingerhood
have been named Chairman of the Board of Directors and Lead
Independent Director, respectively, effective following the 2009
Annual Meeting on October 27, 2009.

George Bell, Chairman of the Company's Board of Directors and a
member of the Nominating and Corporate Governance Committee, has
decided not to stand for re-election at the 2009 Annual Meeting.

Recently, Mr. Bell made additional commitments to General Catalyst
Partners, where he currently serves as a Managing General Partner,
and concluded that those commitments preclude him from further
service on the Board.

Mr. Bell will continue to serve as Chairman of the Board and a
member of the Nominating and Governance Committee until the end of
his term, which will occur at the conclusion of the 2009 Annual
Meeting.  Mr. Shecter, currently serving as Lead Independent
Director, will replace Mr. Bell as Chairman of the Board,
effective at the end of the Annual Meeting.  At that time, Mr.
Fingerhood will replace Mr. Shecter as Lead Independent Director.

"I was pleased to serve on the Harris Board," Mr. Bell said, "and
I have every confidence that the Company has a bright future under
its new leadership team."

"We want to thank George for his over 5 years of service to the
Company.  His experience, knowledge and leadership have been
instrumental in helping guide the Company through challenging
operating conditions.  While George will be missed, we are excited
for Howard and Steven to assume their new roles on the Board,"
commented Kimberly Till, President and Chief Executive Officer of
Harris Interactive.

On September 21, 2007, the Company entered into a Credit Agreement
with JPMorgan Chase Bank, N.A., as Administrative Agent, and the
Lenders party thereto, pursuant to which the Lenders made
available certain credit facilities.  As of December 31, 2008, the
Company was in violation of the leverage and interest coverage
covenants under the terms of the 2007 Credit Agreement.

The Company obtained a 30-day waiver of the covenant violations
from the Lenders on February 5, 2009, and in connection with the
waiver, the 2007 Credit Agreement was amended.  The Company
obtained an additional 60-day extension of the waiver on March 6.
On May 6, and effective as of that date, the Company entered into
a further amendment to the 2007 Credit Agreement, pursuant to
which the prior covenant defaults were permanently waived and the
Company was again in compliance with the terms of the 2007 Credit
Agreement, as amended.

                      About Harris Interactive

Based in Rochester, New York, Harris Interactive (NASDAQ:HPOL) --
http://www.harrisinteractive.com/-- (NASDAQ:HPOL) provides custom
market research.  Harris Interactive serves clients globally
through our North American, European and Asian offices and a
network of independent market research firms.


HARRIS INTERACTIVE: Board Approves Targets Under 2010 Bonus Plan
----------------------------------------------------------------
Harris Interactive said the Compensation Committee of its Board
approved on August 19, the base salaries and target bonus amounts
under the Company's fiscal 2010 Corporate Bonus Plan for the
Company's executive officers.  The Bonus Plan is designed to
establish a pool of funds to be available for making bonus
payments to the Executive Officers as well as certain other
employees of the Company if the Company, on a consolidated basis,
achieves budgeted fiscal 2010 operating income, as approved by the
Board in connection with establishing the Company's fiscal 2010
annual budget.  The percentage achievement of the Financial Target
determines the extent to which the Bonus Plan is funded, as
follows: the Bonus Plan will be fully funded if the Company
achieves 100% of the Financial Target or will be funded at reduced
levels if the Company achieves 95%, 90%, 85% or 80% of the
Financial Target.  The Bonus Plan will not be funded if the
Company achieves less than 80% of the Financial Target.

The Board, in its discretion, may increase the size of the bonus
pool if the Company achieves greater than 100% of the Financial
Target.  Each Executive Officer (other than Patti Hoffman, Interim
Head of Human Resources) is entitled to a bonus amount equal to
70% of his or her target bonus amount multiplied by the Funding
Percentage, plus an additional bonus amount equal to thirty
percent 30% of his or her target bonus amount multiplied by the
Funding Percentage based upon his or her level of achievement of
individual qualitative strategic goals and other metrics, as
determined by the Board, in its discretion, in the case of the
Company's Chief Executive Officer, and as determined by the
Executive's manager, in his or her discretion, in the case of the
other Executive Officers.

The base salary and target bonus amounts (in U.S. dollars except
as noted) for the Executive Officers are:

                                                    Target
   Executive Officer                  Base Salary   Bonus Amount
   -----------------                  -----------   ------------
Kimberly Till (President and CEO)        $600,000       $600,000
Robert Cox (EVP, CFO and Treasurer)      $305,000       $152,500
George Terhanian (President,
   Global Solutions)                     $300,000       $100,000
Enzo Micali (Global EVP,
   Operations and Technology)            $295,000       $118,000
Frank Forkin (President,
   North America Client Services         $275,000       $110,000
Robert Salvoni (Managing
   Director, Europe)                   GBP160,000      GBP64,000
Patti Hoffman (Interim Head
   of Human Resources)                   $228,000            N/A
Eric Narowski (Principal
   Accounting Officer and
   SVP, Global Controller)               $174,300        $34,000

On September 21, 2007, the Company entered into a Credit Agreement
with JPMorgan Chase Bank, N.A., as Administrative Agent, and the
Lenders party thereto, pursuant to which the Lenders made
available certain credit facilities.  As of December 31, 2008, the
Company was in violation of the leverage and interest coverage
covenants under the terms of the 2007 Credit Agreement.

The Company obtained a 30-day waiver of the covenant violations
from the Lenders on February 5, 2009, and in connection with the
waiver, the 2007 Credit Agreement was amended.  The Company
obtained an additional 60-day extension of the waiver on March 6.
On May 6, and effective as of that date, the Company entered into
a further amendment to the 2007 Credit Agreement, pursuant to
which the prior covenant defaults were permanently waived and the
Company was again in compliance with the terms of the 2007 Credit
Agreement, as amended.

                     Revised Board Commitment
            Regarding Equity-Based Grants to Employees

In October 2007, the Board of Directors committed to its
shareholders to limit the number of shares granted via equity-
based awards to employees to an average of 2.7% of the total
shares of common stock outstanding at the end of the Company's
three fiscal years 2008, 2009 and 2010, applying the following
formula:

     (fiscal 2008% + fiscal 2009% + fiscal 2010%)/3 years <= 2.7%

Each share of restricted stock granted is counted as the
equivalent of two option shares for the purpose of calculating the
total number of shares granted in a year under the 2007
Commitment.

Since October 2007, to help restore profitability to its business,
the Company significantly restructured its senior management team
and reduced its workforce by nearly 20%, resulting in substantial
forfeitures from departing employees of equity-based grants.
However, the 2007 Commitment does not take into consideration
these forfeitures.  Without accounting for the forfeitures, the
number of shares granted via equity-based awards to employees as a
percentage of total shares of common stock outstanding ("burn
rate") in fiscal years 2008 and 2009 per the 2007 Commitment were
3.64% and 3.58%, respectively.  Accounting for forfeitures,
however, outstanding equity-based grants to employees during the
same period decreased by approximately 2 million shares, or nearly
4% of the Company's total shares of common stock outstanding.

Due to the lack of adequate flexibility under the 2007 Commitment
to attract a new senior management team through use, in part, of
equity-based awards and the need to continue to align the
interests of the Company's employees with the interests of its
shareholders, management of the Company engaged in discussions
with the RiskMetrics Group regarding a potential modification to
the 2007 Commitment.  In considering whether to support a
modification to the 2007 Commitment, RiskMetrics took into account
its current annual burn rate criteria applicable to the Company,
which would permit an annual burn rate of up to 6.15%.

Based on discussions with the Company's management as well as its
annual burn rate criteria currently applicable to the Company,
RiskMetrics proposed modifying the burn rate percentage, without
crediting cancellations or forfeitures, to 4.98% (applied as an
average over the measurement period) and the measurement period to
fiscal years 2009, 2010 and 2011.  The Board supports RiskMetrics
proposed modifications.

Accordingly, and consistent with RiskMetrics' proposed
modifications, the Board commits to its shareholders to limit the
number of shares granted via equity-based awards to employees to
an average of 4.98% of the total shares of common stock
outstanding at the end of the Company's three fiscal years 2009,
2010 and 2011, applying the following formula:

   (fiscal 2009% + fiscal 2010% + fiscal 2011%)/ 3 years <= 4.98%

For the purpose of calculating the total number of shares granted
in a year under the Modified Commitment, each share of restricted
stock granted will continue to count as the equivalent of two
option shares.

Although the Board believes that the Modified Commitment preserves
the Company's ability to make appropriate equity-based grants for
purposes of attracting and retaining talented employees and
aligning the interests of its employees with that of its
shareholders, it neither plans nor believes it will be necessary
to fully utilize the maximum granting capacity available under the
Modified Commitment.

                      About Harris Interactive

Based in Rochester, New York, Harris Interactive (NASDAQ:HPOL) --
http://www.harrisinteractive.com/-- (NASDAQ:HPOL) provides custom
market research.  Harris Interactive serves clients globally
through our North American, European and Asian offices and a
network of independent market research firms.


HARRIS INTERACTIVE: Posts $700,000 Net Loss for Qrtr Ended June 30
------------------------------------------------------------------
Harris Interactive Inc. reported financial results for the fourth
quarter and full year fiscal 2009.  Key Financial Statistics:

     -- Total revenue for the fourth quarter of fiscal 2009 was
        $43.5 million, as compared with $63.5 million for the same
        period in the prior year, representing a decline of
        $20.0 million or 31.5%. Included in the decline was an
        unfavorable foreign exchange rate impact of $3.5 million
        or 18% of our overall revenue decline.

     -- Operating loss for the fourth quarter of fiscal 2009
        was $100,000, as compared with an operating loss of
        $87.7 million for the same period in the prior year.  The
        operating loss for the fourth quarter of fiscal 2009
        included $200,000 in restructuring and other charges.  The
        operating loss for the fourth quarter of fiscal 2008
        included an $86.5 million goodwill impairment charge and
        $2.7 million in restructuring and other charges.

     -- Net loss for the fourth quarter of fiscal 2009 was
        $700,000, or $(0.01) per fully diluted share, as compared
        with a net loss of $85.7 million, or $(1.61) per fully
        diluted share for the same period in the prior year.

     -- Non-GAAP Adjusted EBITDA* for the fourth quarter of
        fiscal 2009 was $2.3 million, as compared with
        $2.4 million for the same period in the prior year.

     -- Non-GAAP Adjusted EBITDA* with add-back of restructuring
        and other charges for the fourth quarter of 2009 was
        $2.5 million, as compared with $5.1 million for the same
        period in the prior year.

     -- Bookings for the fourth quarter of fiscal 2009 were
        $36.3 million, as compared with $53.3 million for the same
        period in the prior year.

     -- Sales backlog for the fourth quarter of fiscal 2009 was
        $48.8 million, as compared with $66.8 million for the same
        period in the prior year.

As of June 30, 2009, the Company had $86.0 million in total
assets; and total current liabilities of $44.5 million, long-term
debt of $15.5 million, deferred tax liabilities of $4.7 million,
other long-term liabilities of $3.1 million; resulting in
shareholders' equity of $18.1 million.

"During fiscal 2009, the global recession had a significant impact
on the market research industry, especially in the U.S. where the
Company generates over 60% of its business.  This contraction in
the industry contributed to a 23% decline in revenue versus fiscal
2008," commented Kimberly Till, President and Chief Executive
Officer of Harris Interactive.  "We proactively responded with
aggressive cost cutting measures to better align our cost
structure with our revenue, taking $22 million in annualized costs
out of the business in fiscal 2009. We expect to re-invest
approximately $6 million (on an annualized basis) in talent during
fiscal 2010 to support our key strategic initiatives," Ms. Till
continued.

In the fourth quarter of fiscal 2009, the Company's U.S. business
generated $1.7 million in operating income, showing the clear
benefit of the cost reductions implemented in prior quarters.  The
Company's cash position of $17.8 million at June 30 remained
strong despite a challenging fiscal year, leaving the Company well
positioned with the financial resources necessary to deliver on
its strategic plan in fiscal 2010.

Continued Ms. Till, "While we had a difficult year in the face of
a challenging market, I am very pleased with a number of key
initiatives we accomplished during the year, including assembling
a very strong management team across key areas of the business and
investing in business development and client outreach to rebuild
revenues."

On September 21, 2007, the Company entered into a Credit Agreement
with JPMorgan Chase Bank, N.A., as Administrative Agent, and the
Lenders party thereto, pursuant to which the Lenders made
available certain credit facilities.  As of December 31, 2008, the
Company was in violation of the leverage and interest coverage
covenants under the terms of the 2007 Credit Agreement.

The Company obtained a 30-day waiver of the covenant violations
from the Lenders on February 5, 2009, and in connection with the
waiver, the 2007 Credit Agreement was amended.  The Company
obtained an additional 60-day extension of the waiver on March 6.
On May 6, and effective as of that date, the Company entered into
a further amendment to the 2007 Credit Agreement, pursuant to
which the prior covenant defaults were permanently waived and the
Company was again in compliance with the terms of the 2007 Credit
Agreement, as amended.

                      About Harris Interactive

Based in Rochester, New York, Harris Interactive (NASDAQ:HPOL) --
http://www.harrisinteractive.com/-- (NASDAQ:HPOL) provides custom
market research.  Harris Interactive serves clients globally
through our North American, European and Asian offices and a
network of independent market research firms.


HARRY MARSHAK: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Harry Marshak
               Aviva Marshak
               611 North Camden Drive
               Beverly Hills, CA 90210

Bankruptcy Case No.: 09-32389

Chapter 11 Petition Date: August 21, 2009

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

Judge: Victoria S. Kaufman

Debtors' Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd, 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.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 12 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/cacb09-32389.pdf

The petition was signed by the Joint Debtors.


HAWAIIAN TELCOM: ACE Group Wants Leave to File Late Claim
---------------------------------------------------------
ACE American Insurance Company, ACE Property and Casualty
Insurance Company, Illinois Union Insurance Company, and
Westchester Surplus Lines Insurance Company ask the Court for
leave to file a late proof of claim.

David C. Farmer, Esq., in Honolulu, Hawaii, notes that the
Debtors have several obligations to the ACE Group under insurance
policies issued to the Debtors, including obligations to defend
and pay certain claims and to assume the costs of defense for
claims up to and including the amount of the Debtors' self-
insured retention.  He argues that the ACE Group did not receive
notice of the Debtors' bankruptcy cases because the Debtors did
not include the ACE Group in the creditors' mailing matrix filed
with the Court.  The Debtors also have not included the ACE Group
in the list required under Rule 2002 of the Federal Rules of
Bankruptcy Procedure for notice of certain actions and deadlines,
he adds.  More importantly, the ACE Group did not receive any
legal notice about the Debtors' bankruptcy filing or the Apr. 27,
2009 Bar Date.

The ACE Group only learned about the Debtors' bankruptcy from a
third party after the Bar Date, according to Mr. Farmer.

Against this backdrop, Mr. Farmer asserts that under the
excusable neglect standard applicable to late-filed proofs of
claim, the ACE Group should be allowed to file the late proof of
claim.

Mr. Farmer insists that the filing of the late claim will not
prejudiced the Debtors because it was the Debtors who prejudiced
the rights of the ACE Group by failing to provide the required
notice of the proof of claim deadline.  Similarly, while the ACE
Group seeks to file its proof of claim two months after the Bar
Date, nothing of consequence has happened during this period in
the Debtors' Chapter 11 cases, he says.  He emphasizes that the
ACE Group's failure to file a proof of claim was the lack of
notice from the Debtors of the Bar Date.  "This circumstance was
not under the ACE Group's control, so there is no actual neglect
on the part of the ACE Group," he asserts.

Essentially, in filing the Proof of Claim, the ACE Group is
seeking to preserve its rights under its insurance agreements
with the Debtors, Mr. Farmer says.

                       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)


IMAX CORP: Inks Underwriting Deal With Roth Capital on Shares Sale
------------------------------------------------------------------
IMAX Corporation on August 11, 2009, entered into an underwriting
agreement with Roth Capital Partners, LLC, for the sale of
5,882,353 of the Company's common shares, no par value, for $8.50
per share, less the underwriting commission.

The Company granted the Underwriter an option to purchase up to an
additional 882,353 common shares at the public offering price,
less the underwriting commission, within 30 days from the date of
the Prospectus Supplement to cover over-allotments, if any.  The
offering is being made pursuant to the Company's effective
registration statement on Form S-3 (Registration Statement No.
333-157300) previously filed with the Securities and Exchange
Commission.

Pursuant to the Prospectus Supplement, the Company said Public
Offering Price is $8.50 a share for a total of $50,000,000.  The
Underwriting Discount is $0.425 a share for a total of $2,500,000.
Proceeds to the Company before expenses is $8.075 for a total of
$47,500,000.

A full-text copy of the Prospectus Supplement filed August 12 is
available at no charge at http://ResearchArchives.com/t/s?42e8

A full-text copy of the Free Writing Prospectus filed August 12 is
available at no charge at http://ResearchArchives.com/t/s?42e9

A full-text copy of the Preliminary Prospectus filed August 11 is
available at no charge at http://ResearchArchives.com/t/s?42ea

                       About IMAX Corporation

IMAX Corporation is one of the world's leading entertainment
technology companies, specializing in immersive motion picture
technologies.  The worldwide IMAX network is among the most
important and successful theatrical distribution platforms for
major event Hollywood films around the globe, with IMAX theatres
delivering the world's best cinematic presentations using
proprietary IMAX, IMAX(R) 3D, and IMAX DMR(R) technology.  IMAX
DMR is the Company's groundbreaking digital re-mastering
technology that allows it to digitally transform virtually any
conventional motion picture into the unparalleled image and sound
quality of The IMAX ExperienceO.  The IMAX brand is recognized
throughout the world for extraordinary and immersive entertainment
experiences for consumers.  As of June 30, 2009, there were 394
IMAX theatres (273 commercial, 121 institutional) operating in 44
countries.

As of June 30, 2009, the Company had $270.4 million in total
assets and $288.5 million in total liabilities, resulting in
$18.1 million in stockholders' deficit.

As reported by the Troubled Company Reporter on July 6, 2009,
Standard & Poor's Rating Services revised its rating outlook on
IMAX to positive from stable.  S&P affirmed the existing ratings
on the company, including the 'CCC+' corporate credit rating.


IMPERIAL INDUSTRIES: Posts $2.43MM Net Loss for 1H of 2009
----------------------------------------------------------
The Imperial Industries, Inc., posted a net loss of $2.43 million
for six months ended June 30, 2009, compared with a net loss of
$2.78 million for the same period in 2008.

For three months ended June 30, 2009, the Company posted a net
loss of $1.63 million compared with a net loss of $833,000 for the
same period in 2008.

The Company's balance sheet showed total assets of $13.78 million,
total liabilities of $10.77 million and stockholders' equity of
about $3.01 million.

The Company filed an amendment to its Quarterly Report on Form 10-
Q for the quarter ended June 30, 2009, which was filed with the
U.S. Securities and Exchange Commission on Aug. 19, 2009.  The
Company relates that the purpose of Amendment No. 1 to Form 10-Q
is to correct certain typographical errors in the balance sheet
presentation and footnotes relative to the reclassification of
certain assets from long-term to current.  A full-text copy of the
Company's Form 10-Q/A is available for free at
http://ResearchArchives.com/t/s?42d2

A full-text copy of the Company's Form 10-Q as originally filed is
available for free at http://ResearchArchives.com/t/s?42d3

                        Going Concern Doubt

On March 27, 2009, Grant Thornton LLP in Fort Lauderdale, Florida
expressed substantial doubt about substantial doubt about Imperial
Industries, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal years
ended Dec. 31, 2008, and 2007.  The auditor noted that the
industry in which the Company is operating was impacted by a
number of factors over the past 30 months and accordingly, the
Company has experienced a significant reduction in its sales
volume.

The auditor added that the Company's line of credit agreement
expires in June 2009, and it has not been extended as of this
date.  In addition, for the year ended Dec. 31, 2008, the Company
has a loss from continuing operations of $4.5 million.

                     About Imperial Industries

Based in Pompano Beach, Florida, Imperial Industries, Inc.
(Nasdaq: IPII) -- http://www.imperialindustries.com/-- is a
building products company.  The company sells products throughout
the Southeastern United States with facilities in the States of
Florida, Georgia, Mississippi, Alabama and Louisiana.


JEFFERSON COUNTY: Moody's Affirms 'Caa1' Rating on $270 Mil. Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 rating on
Jefferson County's (AL) $270 million in outstanding general
obligation debt and Caa2 rating on $86.7 million in outstanding
lease revenue warrants issued through the Jefferson County
Building Authority.  Both ratings carry negative outlooks, despite
the recent passage by the State of Alabama of a bill replacing the
county's occupational and business license tax, which was struck
down by a circuit court judge in January as unconstitutional.
While the county has been allowed to continue to collect the tax
pending appeal to the state Supreme Court, the collected revenue
has been held in escrow until the Court releases its decision.
The Court began to hear oral arguments on August 19, but it is not
clear when it will rule on the matter or whether it will rule that
some or all of the escrowed collections can be retained or must be
refunded.

The new tax is levied at a rate of 0.45% on salaries, lower than
the 0.5% rate of the original tax.  The law allows the county to
collect at the 0.5% rate through the end of December of this year,
at which point the new tax rate will begin.  The new tax will
apply to professionals, such as attorneys and doctors, who were
exempt from the original tax provisions.  The law requires that
the tax be phased out from October 1, 2012, through October 1,
2016, unless the county holds a referendum in 2012 and voters
reauthorize the tax.

The revenue from the original tax was approximately $75 million
annually, or close to one-third of the county's total annual
General Fund budget.  The county put nearly 1,000 of its estimated
3,600 employees on temporary leave at the beginning of August in
order to reduce expenditures commensurate with the loss of the
revenue source.  While it is not clear exactly how much revenue
the new tax will generate annually, Moody's believes it will be
close to the amount collected under the original tax given the
only slight provisional change in the rate.  As of August 18, the
county had yet to bring back the furloughed employees, but Moody's
believe the county will begin to bring the employees back once the
Supreme Court has made a ruling and the county has a better idea
if it will receive the escrowed collections or not.

Despite the replacement of the tax, Moody's have affirmed the
current general obligation rating of Caa1 and negative outlook.
The state Supreme Court still has to determine the
constitutionality of the original tax in order for the county to
access the escrowed funds, and the result and timing of that
decision creates uncertainty around the county's near-term
financial stability.  The county has also missed two payments on
general obligation Bank Warrants, one on September 15, 2008 and
one on March 15, 2009, constituting an Event of Default under the
Trust Indenture and Liquidity Facilities.  Moody's believes that
the county will continue to miss these payments until there is a
resolution to the financial crisis related to the county's sewer
system, and that GO Bank Warrant holders are likely to face some
loss of full repayment once the county either restructures the GO
debt or begins to make Bank Bond principal payments.  Moody's also
believe that there is significant risk that the county will avail
itself of federal bankruptcy protection.  The Caa2 rating and
negative outlook on the lease revenue bonds reflects the nature of
the security, which is subject to annual budget and appropriation
of the county and therefore is weaker than the general obligation
rating.

The last rating action was on April 28, 2009, when the county's
general obligation rating was downgraded Caa1 from B3 and the
lease revenue rating was downgraded to Caa2 from Caa1.


LEHMAN BROTHERS: Deal Ending Fidelity Open Trade Confirmation
-------------------------------------------------------------
As of the Petition Date, the Debtors had entered into, but had
not yet consummated and settled, hundreds of trade confirmations.
In November 2008, the Debtors designated for assumption an open
trade confirmation dated September 12, 2008, between Debtor
Lehman Commercial Paper Inc. and Fidelity Management & Research
Company, a trade which Fidelity intended to allocate to
Fidelity's funds for the sale of debt of Wind Acquisition
Holdings Finance S.A.

LCPI and Fidelity ask the Court to approve a stipulation they
entered into, which provides that the Fidelity Trade is
terminated and their rights under the Trade are finally and fully
extinguished.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Objections to LBI Trustee's Denial of Claims
-------------------------------------------------------------
James Giddens, the trustee of Lehman Brothers, Inc.'s liquidation
proceedings under the Securities Investor Protection Act, sent
separate notices and letters to more than 100 creditors informing
them about his proposed treatment of their claims against LBH.

The LBI Trustee denied the claims on grounds that the creditors
lack  evidence indicating they had relationship with LBI; the
cash and securities claimed are not customer property pursuant to
SIPA; the creditors' accounts with LBI do not contain cash or
securities, among other reasons.

More than 40 creditors filed in the U.S. Bankruptcy Court for the
Southern District of New York Court their objections to the
treatment of their proofs of claim proposed by Lehman Brothers
Inc.'s trustee.

More than 30 other creditors also expressed disapproval over the
denial of their proofs of claim.  These creditors, however, are
not yet filing formal objections to the treatment of their
claims.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Rentenbank to Probe LBSF & LBHI Consolidation
--------------------------------------------------------------
Landwirtschaftliche Rentenbank, Germany's agency for agribusiness
and rural development, seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to investigate Lehman
Brothers Holdings Inc. and Lehman Brothers Special Financing Inc.

Rentenbak wants the two investigated to determine "whether
sufficient facts exist to warrant the substantive consolidation
of LBHI with LBSF."  The investigation, the agency, says would
shed light on the issue of whether or not it has the right to set
off its alleged debt to LBSF against LBHI's debt to the agency.

Attorney for Rentenbank, Ira Greene, Esq., at Hogan & Hartson
LLP, in New York, says that the agency may have the right to set
off its alleged debt "if LBHI and LBSF are substantively
consolidated."

Rentenbank asserts claim against LBHI on account of the
EUR30 million it loaned off to Lehman Brothers Bankhaus AG, a
Germany-based unit of LBHI.  LBHI serves as the guarantor under
the loan agreement.  LBSF, meanwhile, asserts claims against
Rentenbank which stemmed from an ISDA master agreement it inked
with the agency.

In connection with the proposed investigation, Rentenbank asks
the Court to compel LBHI and LBSF to produce a set of documents,
and designate a person to be questioned under oath.

The hearing to consider approval of the proposed investigation is
scheduled for September 16, 2009.  Creditors and other concerned
parties have until September 11, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: WaMu Wants Lift Stay to Keep Foreclosure Action
----------------------------------------------------------------
Washington Mutual Bank is the holder of an adjustable rate note
and mortgage dated December 23, 2003, given by Nedzan Gladan in
the amount of $412,500 pledging the property located at 4405 BOB-
O-LINK Terrace, Skokie, Illinois, as security.

Debtor BNC Mortgage LLC, as mortgagor, defaulted under the terms
of the Mortgage and a state court foreclosure commenced in May
2009.

WaMu asserts that the Premises are not necessary for the
reorganization of the Debtor.  Additionally, there is sufficient
equity in the Property.  WaMu's total lien on the Premises, as of
August 11, 2009, is approximately $503,000.  According to a
broker's price opinion, the Premises has an estimated value "as
is market" value of $549,000.

Accordingly, WaMu asks the Court to lift the automatic stay to
permit it to maintain the foreclosure and eviction proceedings.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Prudential Sues LBSF to Set Off vs. Collateral
---------------------------------------------------------------
Prudential Global Funding LLC filed an adversary complaint
against Lehman Brothers Special Financing Inc., Lehman Brothers
Holdings Inc., and Switzerland-based Lehman Brothers Finance,
seeking court declaration that Prudential has a lien on and has
properly foreclosed on the collateral that was posted under their
swap agreements.

The swap agreements govern the derivative transactions executed
by Prudential with LBSF and LBF, under which LBSF posted
$550,641,243 in cash as collateral to secure its obligations as
well as those of LBF under the deal.

Following the bankruptcy filing of LBHI, which reportedly
constitutes an "event of default" under the swap agreements,
Prudential terminated the agreements, foreclosed on the
collateral, and applied it to LBSF and LBF's debt in the sum of
$686,220,641 -- a move criticized by LBHI and LBSF.  LBHI and
LBSF questioned Prudential's treatment of the collateral and
denied that the company has a security interest in it.

Prudential also asks the Court to declare that:

  (a) it is entitled to set-off, under Section 553 of the
      Bankruptcy Code, against the collateral amounts owed to it
      by Lehman Switzerland; and

  (b) the automatic stay is inapplicable because Prudential
      enforced its rights before LBSF and Lehman Switzerland
      filed for bankruptcy or because the relevant agreements
      are swap agreements and master netting agreements
      contemplated by the safe harbor provisions of the
      Bankruptcy Code.

                      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)


LYONDELL CHEMICAL: Parent Expects to Continue to Lag Plan in Q3
---------------------------------------------------------------
Pursuant to a teleconference held August 7, 2009, LyondellBasell
Vice President for Investor Relations Douglas Pike shared with
the investors the company's results for the month of June 2009.

Mr. Pike noted that the company's EBITDAR of $928 million is
marginally below plan.  He cited continued pressure on refining
spreads, particularly heavy-light and distillate.  He said that
oxyfuels margin is strong following seasonal trends.  He further
noted that olefins have weak margins but reasonable operating
rates while intermediates have good margins but weak volumes.
With respect to polymers, he mentioned that export opportunities
led to strong demand and production rates, which showed some
upward price movement.

As for the third quarter of 2009, Mr. Pike stated that
LyondellBasell expects overall conditions similar to second
quarter of 2009 conditions.  He related that chemicals and fuels
businesses are slightly lagging the plan.  Specifically,
LyondellBasell expects margin weakness to continue affecting the
profitability of LyondellBasell's refineries.  Similarly,
oxyfuels earnings are expected to be running well ahead of plan
while olefins margins are expected to be negatively impacted by
feedstock costs.  He noted that LyondellBasell expects a
strengthening propylene oxide demand compared to the
second quarter.  LyondellBasell further anticipates that polymers
business conditions will generally remain unchanged and that
technology and advanced polyolefins businesses will continue to
perform on budget, he said.

A full-text copy of the Investor Update is available for free at:

               http://ResearchArchives.com/t/s?4185

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: To Restart Channelview PO/SM Unit in September
-----------------------------------------------------------------
Lyondell Chemical Company announced that a propylene oxide /
styrene monomer (PO/SM) unit at Channelview, Texas, will return to
service in September due to increased demand for propylene oxide
and its derivatives.  The unit was temporarily idled in December
2008 due to declining market and economic conditions.

"Market conditions for propylene oxide are improving and we have
the available capacity to support the increased demand," said
Patrick Quarles, Senior Vice President of Intermediates &
Derivatives for LyondellBasell.  "Having three world-scale PO
facilities in North America and three in Europe provides us with
considerable flexibility.  We are committed to remaining a
leading supplier of propylene oxide and derivatives including
propylene glycol."

LyondellBasell, through its global businesses and joint ventures,
has the capacity to produce nearly 4.6 billion pounds per year of
propylene oxide at facilities in the United States, Europe and
Asia.  These facilities include two units at Channelview, as well
as propylene oxide units at Pasadena, Texas, at Botlek and
Maasvlakte, Netherlands, Fos-sur-Mer, France, and a joint venture
in Japan.  In addition, an indirect subsidiary of LyondellBasell
is a partner in a joint venture site in Ningbo, China, currently
under construction.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MANAGED HEALTH: Moody's Gives Positive Outlook, Keeps 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Managed
Health Care Associates, Inc. to positive from stable.  At the same
time, Moody's affirmed MHA's ratings, including the B3 Corporate
Family Rating and the Probability of Default Rating of B3.

The positive outlook reflects MHA's strong financial performance
relative to Moody's expectations driven by better than expected
revenue growth and more favorable operating margins.  The improved
outlook also reflects faster than expected reduction in financial
leverage and the potential for further near-term deleveraging as a
result of continued growth in EBITDA and debt repayment funded by
the company's strong free cash flow generation.

MHA's B3 Corporate Family Rating reflects the company's small
absolute size and the considerable financial leverage.  Near-term
the ratings are constrained by uncertainty around the impact that
healthcare reform legislation could have on MHA's business.
Longer-term risks include the meaningful number of drug patent
expirations on the horizon beginning in 2011, consolidation in the
long-term care pharmacy sector or pharmaceutical industry
consolidation.  Among the company's credit strengths are the
strong operating margins and low capital requirements, MHA's
dominant position in its niche market and its good liquidity
position.

Moody's last rating action on MHA was on July 31, 2007, when
Moody's assigned ratings to the company in connection with its
acquisition by Diamond Castle Holdings, LLC.

Ratings Affirmed/LGD assessments revised:

* Corporate Family Rating, B3

* Probability of Default Rating, B3

* $15 million senior secured revolving credit facility due 2013,
  to B1 (LGD2, 28%) from B1 (LGD2, 29%)

* $155 million senior secured term loan B due 2014, to B1 (LGD2,
  28%) from B1 (LGD2, 29%)

* $95 million second lien term loan due 2014, Caa2 (LGD5, 83%)

The outlook for the ratings is positive.

Headquartered in Florham Park, New Jersey, MHA, is a group
purchasing organization for long-term care pharmacies and other
classes of trade.  The company also offers a variety of services
to pharmaceutical manufacturers selling to the LTC industry,
including contract administration, marketing, and continuing
education.  For the twelve months ended June 30, 2009, MHA
generated revenues of approximately $85 million.


MARC DREIER: List of Fraud Victims Released
-------------------------------------------
Crain's New York Business reports that U.S. District Court Judge
Jed Rakoff has released the list of Marc Dreier's fraud victims.

Court documents say that the list includes:

     -- Elliot Associates is the biggest loser in the fraud, which
        is owed about $100 million;

     -- Fortress, owed about $85 million;

     -- Eton Park Asset Management, owed about $71 million;

     -- Concordia Advisors, owed more than $22 million;

     -- Nike, owed about $243,000;

     -- COOGI Partners, owed about $48,000;

     -- Adidas America, owed about $6,000;

     -- Tommy Hilfiger, owed about $4,000; and

     -- Diesel USA, owed about $4,000.

According to Crain's, the victims had purchased fictitious
securities from Mr. Dreier while he was impersonating a real
lawyer.  Judge Rakoff has ordered Mr. Dreier of repaying more than
$388 million to 25 parties, Crain's states.  Court documents say
that Mr. Dreier also owes more than $500,000 in legal and
investigative fees.

Crain's relates that the trustee in charge of recovering assets
from the fraud has been able to lay claim to just over $100
million, in the form of luxury mansions in the city and the
Hamptons, private yachts, vintage cars, and more than 100 pieces
of artwork.

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million to $500 million, and debts between
$10 million to $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).  The petitioners assert claims totaling
$88.5 million.  Diamond McCarthy LLP represents Ms. Gowan; Curtis,
Mallet Prevost, Colt & Mosle LLP, Mr. Reisman; and McCarter &
English LLP, Wachovia Bank.


MARKUS KLINKO: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Daryl Lang at Photo District News reports that Markus Klinko has
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Southern District of New York.

Mr. Klinko, according to Photo District, said that his photography
business has $1 million to $10 million in liabilities and less
than $50,000 in assets.  Mr. Klinko said in court documents, "We
owe money to many trade vendors which we cannot pay at this time,
but anticipate paying under a plan."

Photo District relates that All Points Capital Corporation filed a
lawsuit against Mr. Klinko in 2007, seeking hundreds of thousands
of dollars in unpaid mortgage debts.

Markus Klinko is a celebrity photographer.  He and fellow
photographer Julia Pal-Chaudhuri were formerly a romantic couple
and remain business partners.  They have photographed A-listers
like Will Smith and Beyonce and shot work for major clients
including Nike and Vogue.  The photographers are scheduled to star
in an upcoming reality show on the Bravo network called "Double
Exposure".


MAYAPPLE LLC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mayapple, LLC
        50215 Schoenherr
        Shelbey Township, MI 48315

Bankruptcy Case No.: 09-65996

Chapter 11 Petition Date: August 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Matthew W. Frank, Esq.
                  30833 Northwestern Hwy, Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440
                  Email: frankandfrank@comcast.net

Total Assets: $3,840,131

Total Debts: $2,168,604

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

            http://bankrupt.com/misc/mieb09-65996.pdf

The petition was signed by Joseph Manianci, manager of the
Company.


MERRILL CORPORATION: Moody's Cuts Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Merrill Corporation's
corporate family rating to B3 from B2 while also downgrading the
company's probability of default rating to Caa1 from B2.  The
company's senior secured bank credit facility rating remains
unchanged at B1 but the second lien debt rating was lowered to
Caa2 from Caa1.  With these changes and revisions to the company's
debt structure, related loss given default assessments were also
revised.

The rating actions are a consequence, firstly, of updated
expectations of the company's ability to generate free cash flow
with which to amortize its indebtedness.  With recent performance
being much weaker than previously anticipated, and with earning's
visibility being quite poor, it is not clear whether the company
will be able to generate meaningful free cash flow over the next
several quarters.  In addition, with the company's lenders having
recently mandated significant debt amortization early in calendar
2011 (as part of the quid pro quo for providing covenant relief),
the uncertainties related to FCF generation suggest that the
company may have difficulty making the payment from internally
generated sources.  In turn, absent then improved credit market
conditions providing an ability to refinance its debts and
subsequent uncertainty about the availability of potential
external sources on economically reasonable terms, Merrill may
need to access new capital and/or partially restructure its debts
via some form of exchange offering.  The former point drives the
CFR action while the latter drives the more material PDR
downgrade.

Pending the early 2011 amortization requirement, Merrill appears
to have good liquidity.  Over time, however, absent a significant
improvement in free cash flow generation, liquidity may
deteriorate, and by extension the PDR and CFR may come under
additional pressure.  Accordingly, the rating outlook remains
negative.

Rating and outlook actions:

Issuer: Merrill Corporation

  -- Probability of Default Rating, Downgraded to Caa1 from B2
  -- Corporate Family Rating, Downgraded to B3 from B2
  -- Outlook, Unchanged at Negative

Issuer: Merrill Communications LLC

  -- Senior Secured First Lien Bank Credit Facility, Unchanged at
     B1 with the LGD Assessment revised to (LGD2, 21%) from (LGD3,
     35%)

  -- Senior Secured Second Lien Bank Credit Facility, Downgraded
     to Caa2 (LGD4, 69%) from Caa1 (LGD5, 86%)

Moody's most recent rating action concerning Merrill was taken on
29 May 2008, at which time the company's B1 CFR was downgraded to
B2 and the stable rating outlook was revised to negative following
an evaluation of its operating performance and financial results.

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

Headquartered in St Paul, Minnesota, Merrill Corporation provides
a range of document and data management services, litigation
support, branded communication programs, fulfillment, imaging and
printing services organized along two main business segments,
Legal and Financial Transaction Services and Marketing and
Communication Solutions.


MERRILL LYNCH: BofA Denies Pre-Merger Deception in Bonuses
----------------------------------------------------------
Bank of America Corp. has denied that it misled shareholders about
its approval of Merrill Lynch & Co. bonuses before the two firms'
merger, court documents say.

According to court documents, BofA said that it was "widely
understood" that billions of dollars would be awarded for 2008
performance, as Merrill disclosed its intention to pay those
bonuses in separate federal filings throughout 2008,

As reported by the Troubled Company Reporter on August 11, 2009,
U.S. District Judge Jed Rakoff refused to approve Bank of America
Corp.'s $33 million settlement of a lawsuit over bonuses tied to
its January acquisition of Merrill Lynch & Co., saying the amount
isn't appropriate if the bank lied about billions in payments.
Judge Rakoff said he needs more information on the accord between
the bank and the U.S. Securities and Exchange Commission, which
filed the suit.  If the SEC is correct that BofA lied about
whether to pay the bonuses, then the proposed settlement isn't
"remotely reasonable," Judge Rakoff said.  Judge Rakoff asked for
further filings by August 24 and said he wouldn't be able to
approve the settlement before September 9.

Dan Fitzpatrick and Kara Scannell report relates that Judge Rakoff
gave last week preliminary approval to a separate $150 million
settlement of a class-action case alleging that Merrill misled
investors about its exposure to subprime-mortgage investments.

According to The Journal, the SEC found fault with proxy documents
sent to investors in November 2008, claiming that they showed
Merrill wouldn't pay year-end bonuses without BofA's consent,
while a separate document never distributed to shareholders had
BofA approving as much as $5.8 billion.  BofA said in a filing on
Monday that it never told investors that the payments would be
prohibited.

The Journal relates that Merrill's compensation committee approved
$3.6 billion in bonuses three days after the shareholders'
approval of the deal was secured, and Merrill employees received
their payouts a day before the merger closed.

BofA said in court documents that a November 2008 proxy didn't
contain a "flat prohibition" against Merrill incentive
compensation and even stipulated that a "negative covenant"
restricting year-end bonuses would be subject to exceptions.
According to The Journal, the SEC maintained that the $33 million
settlement was "fair, reasonable, adequate, and squarely" in the
public's interest, and that the penalty "strikes the right
balance" between its goals of deterring others from committing
similar violations and preventing "unnecessary harm to innocent
shareholders."

The SEC, The Journal reports, said that it wasn't the payment of
the bonuses that is the issue, but failing to disclose them to
shareholders and so the size of the bonus isn't a "proper gauge"
for the violation and for what the subsequent penalty should be.

The investigation didn't support additional charges against BofA
"or charges against individuals," The Journal quoted the SEC as
saying.  According to The Journal, BofA and Merrill depended on
lawyers to draft the documents, and without BofA giving up its
private talks with lawyers, the SEC said it doesn't have a case.

BofA said in court documents that Merrill's federal filings on its
planned bonus pay didn't distinguish among base salary, bonuses
and other compensation-related expenses, but SEC rules "do not
require any such breakdown."

                       About Bank of America

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

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

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

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


MILACRON INC: Investor Group Completes Purchase of Business
-----------------------------------------------------------
Milacron LLC said August 24 that it has completed its previously
announced purchase of substantially all of the businesses and
assets of Milacron Inc.  The new company is owned by a group of
investors led by Avenue Capital Group and DDJ Capital Management
LLC.  The completion of this purchase enables the Milacron
businesses to emerge from Chapter 11 bankruptcy and puts them in a
stronger competitive position than at any time in the past decade.

Milacron LLC is a new, privately held entity with a significantly
stronger balance sheet including substantially lower debt and
greater operating capital.  Milacron LLC has more than $500
million fewer liabilities, including more than $230 million, or
roughly 80 percent less debt than the previous company.  It has
also secured a new $55 million revolving credit facility led by
Wells Fargo Foothill, part of Wells Fargo & Company (NYSE:WFC),
and Bank of America N.A., which was undrawn at close. A $75
million second-lien term loan facility has also been provided by
the new investor group.

Milacron LLC will be headed by Dennis Smith, the new President and
CEO.  Mr. Smith comes to the company with a strong operations
background and has led significant, successful turnarounds in his
last five engagements.

"This sale is good news for Milacron LLC and its customers," said
Mr. Smith.  "The new capital structure, combined with the cost
savings of operating as a private entity, gives the company
considerable financial strength.  We are well positioned to
leverage the strengths of our business units and industry-leading
brands to bring new solutions to our customers."

The new company will continue to operate all of its major
businesses, going to market under a business unit structure that
retains its global, industry-leading brands including: Milacron
Injection and Extrusion, plastics processing machinery, related
parts and comprehensive services; DME, mold technologies and
services; Uniloy, blow molding and structural foam solutions; and
Cimcool, metalworking fluids technology and customer services.

"This structure gives our business units greater flexibility to
satisfy evolving customer requirements across the globe.
Meanwhile, by sharing resources and leveraging our strengths
globally, our businesses will be much better positioned to
succeed," Mr. Smith said.

Mr. Smith will be supported by a strong leadership team with a
long history of commitment to Milacron.  Dave Lawrence will serve
as President of the Injection/Extrusion Plastics Machinery and DME
businesses worldwide.  As CEO of Milacron, Inc., Lawrence's
skills, dedication and efforts were vital to the businesses'
expedient emergence from Chapter 11.  In this critical new role,
his industry knowledge and experience will be a direct benefit to
customers.

Other members of the new company's leadership team include Bob
McKee, who will serve as President of Cimcool, and John Francy,
who will serve as Chief Financial Officer and Chief Administrative
Officer.  Mr. Smith also will serve as President of Uniloy.

"I'm delighted to be joining an organization with such a proud
history and vibrant brands," said Mr. Smith.  "While the economy
is still challenging, Milacron is a strong business, thanks to
great products, dedicated employees, loyal customers and a
supportive industry.  I'm excited about the prospects that lie
ahead."

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At June 30, 2009, the Company had $528,548,000 in total assets and
$818,577,000 in total liabilities.

Milacron Inc. asked the Bankruptcy Court to change its name to MI
2009 Inc. following the Court-sanctioned sale of its assets to an
investor group.


NATIONAL GOLD: Owner Opens Another Coin Dealing Firm
----------------------------------------------------
Jane Meinhardt at Tampa Bay Business Journal reports that National
Gold Exchange, Inc. owner Mark Yaffe is operating The Phoenix Gold
Corp., which also deals in coins.

State corporate records show that Phoenix Gold was incorporated on
August 4, with Mr. Yaffe as the sole officer.

Business Journal relates that Phoenix Gold sent e-mails to other
coin dealers, introducing itself as a wholesale distributor of
precious metal products.  Business Journal states that Phoenix
Gold's address on North Dale Mabry Highway is several doors from
National Gold's current location.

Tampa, Florida-based National Gold Exchange, Inc., operates a gold
and silver rare coin wholesaler.  The Company filed for Chapter 11
bankruptcy protection on July 24, 2009 (Bankr. M.D. Fla. Case No.
09-15972).  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in debts.


MICHAEL MCCULLOUGH: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Michael Brian McCullough
           fdba Michael Brian Interior Design
        42 Smithcliffs Road
        Laguna Beach, CA 92651

Case No.: 09-18788

Type of Business: The Debtor operates an interior design business.

Chapter 11 Petition Date: August 21, 2009

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael G. Spector, Esq.
            Law Offices of Michael G. Spector
            2677 N Main St., Suite 800
            Santa Ana, CA 92705
            Tel: (714) 835-3130
            Fax: (714) 558-7435
            Email: mgspector@aol.com

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

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

The petition was signed by Mr. McCullough.

Debtor's List of 15 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
American Express               Credit Card Purchases  $57,000

Chase                          Credit Card Purchases  $27,288

Saks Fifth Avenue              Credit Card Purchases  $21,768

Hollenbeck, Elizabeth Nell     Loan                   $20,000

Chase                          Credit Card Purchases  $19,868

Bank of America                Credit Card Purchases  $17,194

McCullough, Susan L.           Loan                   $15,000

Barneys New York               Credit Card Purchases  $8,891

CitiAAdvantage Mastercard      Credit Card Purchases  $6,990

A to Z Auto Detail             Services rendered.     $3,100

Bloomingdale's                 Credit Card Purchases  $2,611

Alicia Air                     Services rendered.     $2,000

Bergdorf Goodman               Credit Card Purchases  $1,015

Phillips 66 - Conoco 76        Credit Card Purchases  $478

Exxon Mobil                    Credit Card Purchases  $318


OCALA FUNDING: Moody's Junks Ratings on Subordinated Notes
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
Subordinated Notes of Ocala Funding, LLC, to C from B3 on review
for possible downgrade.  Ocala is sponsored by Taylor, Bean &
Whitaker Mortgage Corp. and provides warehouse funding for
conforming residential mortgages

The rating action is based primarily on the high possibility that
the Notes will not be paid on time following a declaration of an
Event of Default.  On August 13, Bank of America filed a lawsuit
against Colonial Bank seeking in excess of $1 billion of payments
which Colonial Bank allegedly received from Freddie Mac for the
sale of loans in Ocala.  Bank of America is the collateral agent,
indenture trustee, custodian and depositary agent for Ocala.  The
Federal investigation and the lawsuit against Colonial raise
serious concerns about the viability of the liquidation mechanism
during the 45-day period following an Event of Default, the
overall program management, including the adequacy of oversight,
collateral management, adherence to program documents and
segregation of program funds.

Previously, on August 3, federal agents raided the offices of
mortgage lending firm TBW and two days later the Federal Housing
Administration suspended the firm's ability to make loans insured
by the federal agency.  Subsequently, both Freddie Mac and Ginnie
Mae stripped TBW of its approved seller status.  The revocation of
TBW's approved seller status triggered an Event of Default under
the terms of the Ocala program documents.  The EOD requires Ocala
to cease purchasing loans and cease issuing ABCP.  The mortgages
backing the facility have to be liquidated no later than 45 days
following the declaration of EOD either by delivery to Freddie Mac
or, failing that, through an open market sale.  Given TBW's loss
of approved servicer status, it is unclear whether the loans can
be delivered to and will be accepted by Freddie Mac in a timely
fashion.  Further, as Bank of America -- the custodian to the
facility -- is suing Colonial bank for recovery of mortgages and
cash, at this stage it is not clear whether mortgages would be
available for an open market sale.  As an aside, in case of an
open market sale the market value risk on non delinquent loans is
covered through a swap agreement.

Ocala is a single seller mortgage warehouse sponsored by TBW, with
a program size of $1.75 billion.  Ocala funds the purchase of
eligible Freddie Mac mortgage loans that have been sold into
forward trade with a qualified counterparty.  The facility
benefits from swap contracts that cover the interest rate risk and
market value risk for non-delinquent, non-defaulted loans.  BNP
Paribas (Aa1/Prime-1/B) and Deutsche Bank AG (Aa1/Prime-1/B) are
the swap counterparties to this transaction.  A reserve fund of
$20.25 million, representing 1.16% of the program size provides
credit support to both the extendible ABCP and the subordinate
note.  The subordinate note of $67.5 million or 3.9% of the
program size, together with the reserve fund, provides credit
support to the outstanding ABCP ($1.68 billion or 96% of program
size).

Complete rating actions are:

Issuer: Ocala Funding LLC

  -- Sub. Notes 2005-A, Downgraded to C; previously on Aug 19,
     2009 Downgraded to B3 and Remains On Review for Possible
     Downgrade

  -- Sub Notes 2006-A, Downgraded to C; previously on Aug 19, 2009
     Downgraded to B3 and Remains On Review for Possible Downgrade

  -- Sub. Notes 2006-B, Downgraded to C; previously on Aug 19,
     2009 Downgraded to B3 and Remains On Review for Possible
     Downgrade


OLD TIME POTTERY: Fails to Extend Credit Pacts, Files for Ch 11
---------------------------------------------------------------
Old Time Pottery, Inc., has filed for Chapter 11 bankruptcy
protection after failing to extend its line of credit agreements
with its primary lender, Florida Freedom Newspapers reports.

Old Time listed $62 million in assets against $41 million in
liabilities.

According to Florida Freedom, Old Time President Scott Peterson
said that the Company has sufficient cash flow to continue to
conduct its business as usual in each of its 37 Old Time Pottery
stores that it operates in 12 states and that it has no plans to
reduce its 1,600 workers.  The report states that Old Time CFO
Robert Sharp said that the Company is solvent with a strong
balance sheet.

Old Time's board is developing a plan to further strengthen the
Company's business model and financial performance including the
replacement of its line of credit, Florida Freedom relates, citing
Mr. Peterson.  The report quoted him as saying, "We have achieved
significant improvements in our operation in 2009 resulting in
significant savings.  We are evaluating the most prudent course of
action to assist us in meeting our operational and financial
objectives in the future, including the replacement of our line of
credit."

Murfreesboro, Tennessee-based Old Time Pottery, Inc., operates
37 bargain home decorating stores in Alabama, Florida, Georgia,
Illinois, Indiana, Kentucky, Missouri, North Carolina, Ohio,
Oklahoma, South Carolina, and Tennessee.  Old Time Pottery stores
offer home decorating items, housewares, seasonal decorations,
linens and rugs, glassware, dinnerware, framed art and mirrors,
lamps, candles, silk plants and trees among its merchandise.  The
Company was formed in Murfreesboro in 1985.


OLD TIME POTTERY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Old Time Pottery, Inc.
        480 River Rock Blvd.
        P.O. Box 1838
        Murfreesboro, TN 37128

Case No.: 09-09548

Type of Business: The Debtor operates a home d‚cor retailer chain
business.

Chapter 11 Petition Date: August 21, 2009

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

Judge: Keith M. Lundin

Debtor's Counsel: G. Rhea Bucy, Esq.
            Gullett, Sanford, Robinson, Martin
            Po Box 198888
            Nashville, TN 37219-8888
            Tel: (615) 244-4994
            Fax: (615) 256-6339
            Email: Rbucy@GSRM.com

            Linda W. Knight, Esq.
            Gullett Sanford Robinson & Martin
            Po Box 198888
            Nashville, TN 37219
            Tel: (615)  244-4994
            Fax: (615) 256-6339
            Email: LKNIGHT@GSRM.COM

            Thomas H. Forrester, Esq.
            Gullett Sanford Robinson & Martin
            Po Box 198888
            Nashville, TN 37219-8888
            Tel: (615) 244-4994
            Fax: (615) 256-6339
            Email: TForrester@GSRM.COM

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Scott M. Peterson, the company's
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
C.Y. Hung Trading Ltd-I                               $174,522

Chateau Designs                                       $157,334

Concord Enterprises, Inc.                             $121,013

Dennis East                                           $244,374

Global Housewares                                     $609,496
29th Floor, Soundwill Plaza
38 Russelle Street
HONG KONG

Leon Korol Company                                    $420,851
2050 Devon Avenue
Elk Grove Village
IL 60007

Magic Creations                                       $158,468
200 28th Street
Mckeesport, PA 15132

Malnekoff Enterprises, Inc.                           $140,322

Mazel Company                                         $123,066

Northpoint Trading, Inc.                              $368,917
347 Fifth Avenue
Suite 201
New York, NY 10016

Pacific Supreme (Thailand)                            $244,047
Co, Ltd.

Patton Picture                                        $137,278

Perfect Art                                           $197,398

Port to Port Imports, Inc.                            $165,796

Three Hands                                           $209,143

Tomco-I                                               $343,977
601 Blk A F/F Po Ling Centre
11 Wang Chiu Road
KOWLOON HONG KONG

Trade Lines, Inc.                                     $124,762

Uma Enterprises                                       $153,938

Unique Treasures Ltd.                                 $252,445
Unit 1801-1802 18/F,
Goodview Centr
12 Wu Pak Street
Aberdeen HONG KONG

Virtual Sales                                         $117,941


OPUS SOUTH: Wants Time to Remove Actions Until Nov. 18
------------------------------------------------------
Opus South Corp. and its affiliates aver that on and after the
Petition Date, they had and have various causes of action and
proceedings pending in the courts of various jurisdictions.

By this motion, the Opus South Debtors ask the Court to extend
the time by which they may file notices of removal:

  (i) with respect to civil actions they are a party to and
      pending as of the Petition Date, through November 18,
      2009; and

(ii) with respect to civil actions they are a party to and
      initiated after the Petition Date to the later of
      November 18, 2009, or the time period specified under Rule
      9027(a) of the Federal Rules of Bankruptcy Procedure.

Section 1452 of Title 28 of the U.S. Code and Bankruptcy Rule
9027 govern the removal of pending civil actions.  Section
1452(a) provides that a party may remove a claim or cause of
action to the district court for the district where that civil
action is pending.  A notice of removal may be filed 90 days
after the order for relief in the case; 30 days after the entry
of a stay termination ruling; or 30 days after a trustee
qualified in a Chapter 11 reorganization case but not later than
180 days of the relief.  Moreover, with cause, the Court may
extend a debtor's removal period.

The Debtors aver that they need the extension for the opportunity
to make fully informed decisions concerning the removal of each
Action.

The Debtors maintain that the rights of their adversaries will
not be prejudiced by the requested extension because any party to
an Action that is removed may seek to have it remanded to the
state court.

The Court will convene a hearing on August 24, 2009, to consider
the Debtors' request.  By operation of Rule 9006-2 of the Local
Rules for the U.S. Bankruptcy Court for the District of Delaware,
the Debtors' Removal Period Deadline is automatically extended
until the Court has had an opportunity to consider and act on the
Debtors' extension request.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS SOUTH: Obtains Nod to Auction Calm Waters Property
-------------------------------------------------------
Opus South Corp. and its affiliates sought and obtained authority
from the Court to sell a property owned by Debtor Calm Waters LLC,
provided that the solicitation of bids for the Property will be
conducted in consultation with Wachovia Bank, N.A.

The Calm Waters Property is subject to a security interest of
Wachovia Bank.  The Debtors and Wachovia previously reached an
agreement with respect to bidding procedures to govern the sale
of the Calm Waters Property.

The Debtors filed their request in April 2009 to sell the Calm
Waters Property, among a group of assets known as the "OS
Assets;" however, Wachovia timely filed an objection asserting
that the sale of the Calm Waters Property could not proceed
without its consent.

Subsequently, the Court decided to hear the matter of the Calm
Waters separately in accordance with a settlement agreement that
the Debtors and Wachovia were negotiating.  During the parties'
negotiations, Wachovia asserted and the Debtors stipulated that
the outstanding balance of Wachovia's loan secured by the Calm
Waters Property as of April 22, 2009, was $12,811,671, plus
attorneys' fees and other charges.  Wachovia made additional
protective advances and asserted that the outstanding amount
should be (1) an allowed claim in the Debtors' Chapter 11 cases
for all purposes without offset, deduction, defense, waiver,
recoupment, counterclaim, avoidance or any other form of
diminution and (2) an allowed amount for the purposes of credit
bidding; provided that if oversecured, an allowed bid will also
include postpetition interest and postpetition attorneys' fees.

A full-text copy of the Bidding Procedures for the auction of the
Calm Waters Property is available for free at:

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

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS WEST: Contracts to be Assigned at August 27 Auction
--------------------------------------------------------
Opus West Corp. and its affiliates notified parties-in-interest of
the auction of certain of their assets on August 27, 2009, at
10:00 a.m..

In conjunction with the intended sale of the Debtors' assets, the
Debtors may seek to assume and assign related executory contracts
and unexpired leases.  A list of the contracts and leases the
Debtors intend to assume and assign, along with the corresponding
cure amounts, is available for free at :

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

Any objections to the cure amounts must be filed and served on or
before August 28, 2009, at 12:00 p.m.  If objections are timely
filed, they will be heard on August 31, 2009.


                     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.


OVERLAND DIRECT: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Overland Direct Gaon, Inc.
        18627 Topham Street
        Tarzana, CA 91335

Bankruptcy Case No.: 09-20899

Chapter 11 Petition Date: August 21, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Ovsanna Takvoryan, Esq.
                  Takvoryan Law Group, a Professional Corp
                  450 N Brand Bl, Suite 600
                  Glendale, CA 91203
                  Tel: (818) 291-6272
                  Fax: (818) 484-2126
                  Email: ovsanna@takvoryanlawgroup.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
6 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-20899.pdf

The petition was signed by Giddon Barad, vice president of the
Company.


PACIFIC ENERGY: Wants Court to Approve Supplemental Incentive Plan
------------------------------------------------------------------
Pacific Energy Resources Ltd. asks the Bankruptcy Court to approve
a supplemental incentive plan, which consists of two subparts: the
Alaska key employee supplemental incentive plan and the Alaska key
employee retention plan (KERP), according to Law360.

The two subparts together would pay participating employees up to
the relatively de minimis aggregate amount of approximately
$100,000 to incentivize those employees to remain with the Debtors
while they wind down the Debtor's Alaska operations, the report
says.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PALMETTO GREENS: Seeks to Block Carolina Shores Foreclosure Sale
----------------------------------------------------------------
Alan Blondin at TheSunNews.com reports that a September 11
foreclosure sale has been set for Carolina Shores Golf and Country
Club in Carolina Shores.

The Palmetto Greens course and Carolina Shores Golf & Country Club
were used as collateral to secure a development loan so they are
subject to the foreclosure by Waccamaw Bank because of a loan
default, TheSunNews.com relates, citing David Haidt, owner Mike
Matheny's lawyer.

According to TheSunNews.com, Mr. Haidt expects to forestall the
foreclosure sale with a Chapter 11 filing for that course.

"We're trying to reorganize both the development company and the
[Palmetto Greens] golf course.  We're still trying to work through
[Carolina Shores]," TheSunNews.com quoted Mr. Haidt as saying.

Cary, North Carolina-based Palmetto Greens Development Company,
LLC, is a development company that sells lots around Palmetto
Greens Golf & Country Club.  The Company filed for Chapter 11
bankruptcy protection on May 7, 2009 (Bankr. E.D. N.C. Case No.
09-03779).  David J. Haidt, Esq., at Ayers, Haidt & Trabucco,
P.A., 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.


PATHEON INC: Lonza Group Deal Won't Affect Moody's 'B2' Rating
--------------------------------------------------------------
Moody's Investors Service said that the proposed acquisition of
Patheon Inc. by Lonza Group AG (not rated) for $3.55 per share,
announced on August 21, 2009, does not affect the ratings,
including the B2 Corporate Family Rating, or the negative outlook.

The last rating action was April 21, 2008 when Moody's changed the
rating outlook to negative.

Patheon, headquartered in Mississauga, Canada, is a leading
provider of commercial manufacturing and pharmaceutical
development services of branded and generic prescription drugs to
the international pharmaceutical industry.  Patheon's stock is
publicly traded on the Toronto Stock Exchange.  For the 12-month
period ended April 30, 2009, Patheon reported revenues from
continuing operations of $682 million.


PEOPLES COMMUNITY: Nasdaq to Delist Shares Effective August 31
--------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Peoples Community Bancorp, Inc.,
effective at the opening of the trading session on August 31,
2009.  Based on a review of the information provided by the
Company, Nasdaq Staff determined that the Company no longer
qualified for listing on the Exchange pursuant to Listing Rules
5100, 5110(b) and IM-5100-1.  The Company was notified of the
Staffs determination on August 5.  The Company did not appeal the
Staff determination to the Hearings Panel, and the Staff
determination to delist the Company became final on August 14.

As reported by the Troubled Company Reporter on August 11, 2009,
Peoples Community Bancorp said it is insolvent and will be filing
a voluntary petition to liquidate its assets under Chapter 11 of
the U.S. Bankruptcy Code.  Peoples Community's management and
board of directors will also be tendering their resignations after
the filing of the bankruptcy petition.  On August 3, 2009, Fred
Darlington tendered his resignation as the Senior Vice President
and General Counsel of both Peoples Community Bancorp, Inc., and
its wholly-owned banking subsidiary, Peoples Community Bank, with
such resignation effective immediately.

On May 15, 2009, Peoples Community and its wholly owned
subsidiary, Peoples Community Bank, entered into a Purchase and
Assumption Agreement, as amended May 27, 2009, with First
Financial Bank, N.A., the wholly owned subsidiary of First
Financial Bancorp.  The Purchase Agreement provided for the
purchase of certain of the Bank's assets including 17 of the
Bank's branch offices located in southwestern Ohio and
southeastern Indiana, approximately $260 million of certain
business and consumer loans and other assets, as well as the
assumption by the Buyer of approximately $310 million of the
Bank's deposits and certain other liabilities.

As of June 30, 2009, the Company had approximately $15 million
Floating Rate Junior Subordinated Deferrable Interest Debentures
outstanding pursuant to an Indenture, dated as of June 30, 2005,
between the Company and Wilmington Trust Company, a Delaware
banking corporation, as debenture trustee.  The July 31, 2009
appointment of the FDIC as receiver constitutes a triggering
event, also termed an "Event of Default," under the Indenture.
Under the Indenture, an Event of Default occurs if, among other
things, the Company or any substantial part of its property,
including the Bank, is taken possession by a receiver.  Upon such
Event of Default, the principal amount of the debentures, together
with any premium and interest accrued but unpaid, becomes due upon
an Event of Default only after the trustee or holders of not less
than 25% in aggregate principal amount of the debentures then
outstanding, by notice in writing to the Company (and to the
trustee if given by the holders of the debentures), declare such
principle and accrued interest immediately due and payable.

As of June 30, 2009, the Company had $17.5 million of principal
plus accrued interest and fees outstanding under a line of credit
with Integra Bank, N.A., which was due and payable on June 30,
2008.

In connection with the Purchase Agreement, the Company received a
written consent from Integra to, among other things, forbear and
refrain from initiating or prosecuting any action in any court to
exercise any rights with respect to the Bank's common stock, which
is pledged to Integra to secure the Company's line of credit, or
exercise any other rights or remedies available to Integra.  The
Consent terminated upon the termination of the Purchase Agreement.

On July 31, 2009, the Office of Thrift Supervision closed the Bank
and appointed the Federal Deposit Insurance Corporation as
receiver.  On the same date, the Bank received written notice from
the Buyer that pursuant to Section 25(g) of the Purchase Agreement
it was terminating the Purchase Agreement and abandoning the
transactions contemplated thereby, effective immediately.  Under
Section 25(g) of the Purchase and Assumption Agreement, the Buyer
had the option to terminate the Purchase Agreement upon the
commencement of an insolvency, bankruptcy, receivership,
custodianship, liquidation, dissolution, reorganization,
assignment for the benefit of creditors or similar proceeding with
respect to the Bank or the Company.

Headquartered in West Chester, Ohio, Peoples Community Bancorp,
Inc. -- http://www.pcbionline.com/-- is the holding company for
Peoples Community Bank, a federally chartered savings bank with 19
full service offices in Butler, Warren and Hamilton counties in
southwestern Ohio and Dearborn and Ohio counties in southeastern
Indiana.


PHILADELPHIA NEWSPAPERS: Chief Says Publications Are Viable
-----------------------------------------------------------
Philadelphia Newspapers LLC Chief Executive Officer Brian Tierney
told Bloomberg News that the reorganizing company's publications
are viable and will be debt-free under a reorganization plan.
"More efficiencies can be found," Mr. Tierney said in an interview
on Bloomberg Television.  "We need to find those efficiencies and
have a reasonable expectation about return."

Philadelphia Newspapers, LLC, and its affiliates filed a Chapter
11 plan of reorganization on August 20.  The Plan provides for the
sale of substantially all of the Debtors' assets to Philly Papers,
LLC, absent higher and better bids at an auction.  The buyer group
includes Bruce E. Toll, vice chairman of homebuilder Toll Brothers
Inc.  Mr. Toll was in the group including Chief Executive Brian
Tierney who acquired the newspapers from McClatchy Co. in June
2006 for $562 million.

On August 20, the Debtors executed that an Asset Purchase
Agreement with Philly Papers.  Under the deal, Philly Papers will
pay to the Debtors' estates a cash purchase price of $30,000,0000,
plus an additional cash payment in an amount equal to the Debtors'
existing deposits with their insurance carriers and credit card
processors, less the amount of accrued and unpaid administrative
and priority claims against the Debtors' estates as of the closing
of the Plan Sale and less the sum of $750,000, which will be used
to fund a liquidating trust for the benefit of the Debtors'
general unsecured trade creditors.  The Debtors anticipate that
the Stalking Horse Agreement will yield gross proceeds to the
estates in the amount of over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.
The Debtors further anticipate that they will have approximately
$8,000,000 of cash on hand as of the closing.  The purchase
proceeds plus cash on hand will be used to pay off any outstanding
debtor-in-possession financing facility advances (estimated to be
$15,000,000 as of closing) and to make a distribution to the
Debtors' senior secured lenders of approximately $36,000,000.

Additionally, the Stalking Horse Agreement does not include the
sale of the Debtors' real property located at 400 North Broad
Street, Philadelphia, Pennsylvania and certain adjacent parcels,
which will be transferred to the Agent for the senior secured
lenders under the Plan.  Finally, the Plan will provide for
distribution of 3% of the equity interests in the Stalking Horse
(or other successful bidder) to holders of unsecured prepetition
creditors other than general trade creditors.  The Debtors believe
that the value they will realize from the Stalking Horse Agreement
constitutes fair market value for their assets and will support a
confirmable Plan that will maximize value to their various
creditor constituencies and bring a successful conclusion to the
Chapter 11 Cases.  On that basis the Debtors are prepared to
proceed with the sale of their business and assets under the
terms of the Stalking Horse Agreement and the Plan, subject to
higher and better bids in accordance with bid procedures to be
established by the Court.

The Debtors have estimated the ultimate distributions that will be
made in respect of Allowed Claims and Interests.  Liquidation of
the Debtors' assets under chapter 7 of the Bankruptcy Code will
not result in a higher distribution to any Class of Claims or
Interests.

The parties contemplate closing of the sale by December 29, 2009.
Philly Papers will receive a break-up fee of $1 million and
expense reimbursement of up to $500,000 if the Debtors' close a
transaction with another party.

According to the disclosure statement explaining the Plan, holders
of secured claims, including $66 million, senior secured claims,
will recover 100 cents on the dollar.  Holders of $350 million
prepetition unsecured debt claims will recover less than 1% of
their claims.  Holders of prepetition unsecured trade claims will
recover up to 6%.

A copy of the Disclosure Statement is available for free at:

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

A copy of the Insider Plan is available for free at:

    http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

                 Senior Lenders' Alternative Plan

As reported by the TCR on August 17, senior lenders of
Philadelphia Newspapers have asked the Bankruptcy to allow them to
submit their own reorganization Plan for the Company.

The steering group of prepetition secured lenders and Citizens
Bank of Pennsylvania, in its capacity as administrative agent and
collateral agent under a Credit and Guaranty Agreement, dated June
29, 2006, with Citizens, and certain other lender parties in the
original principal amount of $295,000,000, say they are willing to
submit a plan that is superior to the insider-backed plan the
Company is filing.

The Steering Group Plan provides the Prepetition Lenders with a
combination of (a) restructured term debt of the reorganized
company, and (b) equity in the reorganized company.

In addition, pursuant to the Plan, the Debtors' unsecured
mezzanine debt holders will receive, among other things and
subject to certain limitations, (a) a pro-rata share of 4.75% of
fully diluted new common equity in the form of shares in the
reorganized company, and (b) a pro-rata share of 15.0% of fully
diluted common equity in the reorganized company in the form of
warrants.  Each of the Debtors' unsecured creditors that do not
hold mezzanine debt will receive a pro rata share of $500,000 in
cash, subject to a maximum 10% recovery on each such allowed
unsecured claim.

The Plan further provides already-arranged exit financing in the
amount of $25 million.

The lenders' proposal to terminate Philadelphia Newspapers'
exclusive rights to propose a Chapter 11 plan is scheduled for
hearing on August 28.  The Debtors' exclusive rights to file a
plan expire August 31.

The Steering Group members are Angelo Gordon & Co., CIT Syndicated
Loan Group, Credit Suisse Candlewood Special Situations Master
Fund LTD., Eaton Vance Management, GECC, and Wells Fargo Foothill.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent.   Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


RACKSPACE HOSTING: Two Executives to Liquidate Portion of Holdings
------------------------------------------------------------------
Jim Lewandowski, Senior Vice President, Worldwide Sales of
Rackspace Hosting, Inc., and Brian Thomson, Managing Director of
Rackspace's UK operating entity, have entered into written stock
selling plans for asset diversification purposes in accordance
with Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended and Rackspace's insider trading policy.

Pursuant to the Plans, the two executives will gradually liquidate
a portion of their holdings in Rackspace.  Selling according to
the Plans may commence in November 2009.  Rule 10b5-1 permits the
implementation of written, prearranged stock trading plans by
insiders when the insiders are not in possession of material non-
public information, and allows the insiders to trade on a regular
basis, regardless of any subsequent material non-public
information they receive.  These trading plans allow insiders to
diversify their holdings and to minimize the stock market impact
of sales by spreading the sales out over time.

The executive officers will report transactions made pursuant to
their respective Plans to the Securities and Exchange Commission
pursuant to Rule 16(b) of the Exchange Act. Except as required by
law, Rackspace does not undertake to report Rule 10b5-1 trading
plans by other Rackspace officers or directors or to report
modifications, transactions or other activities under Rule 10b5-1
trading plans or the similar plans of any other officer or
director.

Rackspace had assets aggregating $656,793,000 against debts of
$347,970,000 as of June 30, 2009.


RADIOSHACK CORPORATION: Share Repurchase Won't Move Moody's Rating
------------------------------------------------------------------
Moody's Investors Service stated that RadioShack Corporation's
increase in its share repurchase program has no immediate impact
on its Ba1 Corporate Family Rating, SGL-1 Speculative Grade
Liquidity Rating, or its stable outlook.

Moody's last rating action for RadioShack occurred on August 12,
2008, when its Corporate Family Rating, Speculative Grade
Liquidity rating, and outlook were affirmed.

RadioShack, headquartered in Fort Worth, Texas, is a leading
retailer of consumer electronics and peripherals, as well as a
large retailer of cellular phones.  Annual revenues for the last
twelve months ended June 30, 2009, were over $4.2 billion.


RAINBOWS UNITED: Sacks President & CEO Lorraine Dold
----------------------------------------------------
Daniel McCoy at Wichita Business Journal reports that Rainbows
United, Inc. Board of Directors said that President and CEO
Lorraine Dold's 20 years with the Company had officially come to
an end.

According to Business Journal, the termination of Ms. Lorraine's
employment is part of what Rainbows United Chief Restructuring
Officer Hale Ritchie described as continuing efforts to
restructure.

Business Journal relates that Ms. Dold had been placed on
administrative leave after the Company discovered the depths of
its financial problems and entered Chapter 11 bankruptcy in July.

Mr. Ritchie said in a press release, "We are working through the
details of restructuring and working with our creditors and
partners so we can continue to serve children with disabilities so
they can take their first step, communicate with their families
and be successful in their lives."

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


READER'S DIGEST: Files Chapter 11 Petition to Implement Plan
------------------------------------------------------------
The Reader's Digest Association, Inc. and its affiliates filed
voluntary pre-arranged petitions under Chapter 11 the U.S.
Bankruptcy Code, as part of a previously announced restructuring
plan.  Prior to the filing, more than 80% of the Company's senior
secured lenders had signed on to the plan agreement in principle.
The filing applies only to the RDA's U.S. businesses -- its
operations in Canada, Latin America, Europe, Africa, Asia and
Australia-New Zealand will not be part of the filing.

RDA's senior lender group has committed $150 million in new
debtor-in-possession financing, which is convertible into exit
financing upon emergence.  The Company believes this financing
will ensure sufficient liquidity during the reorganization process
and beyond, and RDA's international operations will have adequate
funding based on continuing operations and access to proceeds from
the DIP financing.

The Company has filed a number of motions to ensure that the
filing does not adversely affect day-to-day operations for its
employees, customers or suppliers.  RDA is seeking -- and fully
expects to receive -- approval for a variety of first-day motions,
including requests to honor its customer obligations.  Suppliers
and vendors who provide goods and services to the Company on or
after August 24, 2009, will continue to be paid in the ordinary
course.

Mary Berner, RDA's President and Chief Executive Officer, said,
"Our business operations remain solid, with anticipated Fiscal
2009 revenue only down by low single digits, currency neutral,
despite the recession.  We look forward to emerging with a
restructured balance sheet and as a financially stronger
organization that is positioned to pursue our growth and
transformational initiatives."

RDA previously announced on August 17 that it had 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.  Under the agreement, RDA's senior lenders would
exchange a substantial portion of the company's $1.6 billion in
senior secured debt for equity, effectively transferring ownership
to the lender group.  The agreement also establishes the
substantive terms of the $550 million in debt that will remain on
RDA's balance sheet upon exit.

                       Road to Chapter 11

According to Thomas A. Williams, chief financial officer and
senior vice president of Reader's Digest, in the 87 years since
the Company published its first magazine edition, Reader's Digest
and its predecessors and affiliates have grown into a global,
multi-brand media and direct marketing company with over 3,000
employees worldwide (approximately 1,500 in the United States) and
annual sales of $2.2 billion.  With an editorial philosophy
centered around publishing, marketing and delivering products that
educate, entertain and inspire, and a highly-diversified customer
base, the Debtors have built strong brand loyalty and earned
substantial credibility within the media and marketing industry.
In fact, the now iconic Reader's Digest magazine recently received
the National Magazine Award for General Excellence-the "Oscar" of
the publishing industry - by the American Society of Magazine
Editors in May 2009.

Over the past several years, the Company has been working to
transform the perception of "Reader's Digest" as a legacy print
brand into a multi-platform media company and emphasize content
focused around brand-based affinity communities.  At the same
time, the Company has been aggressively rethinking their supply
chain model and have implemented various restructuring initiatives
geared toward improving production capabilities and increasing
operational efficiencies to reduce costs and deliver savings that
can be re-directed to capture future growth opportunities.  These
actions have enabled the Debtors to obtain approximately $100
million in cumulative cost-savings through 2009, which has
enhanced their competitive position.

However, according to Mr. Williams, despite its leading industry
position and operational restructuring initiatives, the Company,
like most major publishers and consumer marketing businesses, has
not been immune to the global financial crisis.  The current
recession has resulted in reductions in R&D's advertising, retail
and subscription revenues, placing pressure on the Debtors'
profitability.

Withdrawal of foreign lines of credit and pressure from trade
creditors have also weakened the Company's liquidity positions,
Mr. Williams added.  In short, as the economy continues to
deteriorate in several of its markets, the Company is struggling
to maintain working capital sufficient to conduct operations while
facing progressively unsustainable debt service obligations under
an over-levered capital structure.

Recognizing that their current capital structure was simply
unworkable, the Debtors determined that a comprehensive de-
leveraging transaction -- through a pre-arranged Chapter 11 plan -
- would be in the best long-term interests of the Debtors and
their stakeholders.

                   Prepetition Capital Structure

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest has outstanding debt for borrowed money in the
aggregate principal amount of approximately $2,183,100,000,
consisting primarily of: (a) $1,580,300,000 in secured borrowings
under their secured credit facility, (b) $600,000,000 in principal
amount of unsecured 9% senior subordinated notes due 2017, and (c)
approximately $2,800,000 in foreign lines of credit an a
promissory notes.  As of August 20, trade creditors have
outstanding prepetition claims of $90,000,000.

The senior secured facility consists of (i) a six-year
$300,000,000 revolving line of credit (ii) a seven-year U.S. term
loan in an outstanding amount of $1,182,775,000 and (iii) a
$100,000,000 term loan (payable in an equivalent amount of Euros,
and designated as "Euro Term Loan") owed to German subsidiary RD
German Holdings GmbH.  J.P. Morgan Chase is the administrative
agent for U.S. term loan and the revolver.  A total of
$293,700,780 is outstanding under the revolving facility.

In R&D's list of 30 largest unsecured creditors, the Bank of New
York, as indenture trustee is on the top of the list with its
$600,000,000 claim on account of the subordinated notes.  HCL
follows with a $14,212,268 trade claim.  A copy of the largest
unsecured creditors' list is available for free at:

        http://bankrupt.com/misc/sdny09-23529.pdf

                          Chapter 11 Plan

Before filing for bankruptcy, Reader's Digest negotiated with
senior secured lenders a restructuring plan under which holders of
the Company's $1.6 billion in senior secured debt will receive (i)
a 300 million second priority term loan, (ii) reinstatement of the
prepetition Euro Term Loan, (iii) 100% of the new stock of
reorganized Reader's Digest.  Holders of unsecured claims related
to operations will receive payment in full in the ordinary course.
Recovery by holders of other unsecured claims is yet to be
determined.   The Plan does not provide for any recoveries to the
Debtors' senior subordinated noteholders or current equity.  There
is, however, an "equity buy in" feature that would allow
qualifying holders of the Debtors' senior subordinated notes to
purchase up to $50 million to 100 million of the shares of the
reorganized company, for total ownership of no more than 10% to
20%.  A full-text copy of the Restructuring Support Agreement is
available for free at http://researcharchives.com/t/s?422e

According Reader's Digest, its senior secured debt, during 2009,
has traded between 25% and 50% of face amount.  The current market
indication for its unsecured senior subordinated notes is 1% of
face amount.

The Company's said that within the 30-day period following the
filing, it expects to pay $8,000,000 to employees, $975,000 to
officers and directors, and $3,957,000 for financial and business
consultants.

For the 30-day period following the filing of the Chapter 11
petition, Reader's Digest expects unpaid obligations of
$87,878,000 and unpaid receivables of $11,625,000.  It expects a
net cash gain of $36,004,000:

         Cash Receipts                  $221,585,000
         Cash Disbursements              185,581,000
                                        ------------
         Net Cash Gain                   $36,004,000

The Debtors are in the process of completing their fiscal year
2009 audit but estimate 2009 Cash EBITDA of approximately
$131 million.

               About The Reader's Digest Association

RDA 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 Web sites
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.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


READER'S DIGEST: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Reader's Digest Association, Inc.
        1 Reader's Digest Road
        Pleasantville, NY 10570

Bankruptcy Case No.: 09-23529

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Reader's Digest Sales and Services, Inc.           09-20011
Alex Inc.                                          09-23530
Allrecipes.com, Inc.                               09-23531
Ardee Music Publishing, Inc.                       09-23532
Christmas Angel Productions, Inc.                  09-23533
CompassLearning, Inc.                              09-23534
Direct Entertainment Media Group, Inc.             09-23535
Direct Holdings Americas Inc.                      09-23536
Direct Holdings Custom Publishing Inc.             09-23537
Direct Holdings Customer Service, Inc.             09-23538
Direct Holdings Education Inc.                     09-23539
Direct Holdings Libraries Inc.                     09-23540
Direct Holdings U.S. Corp.                         09-23541
Funk & Wagnalls Yearbook Corp.                     09-23542
Gareth Stevens, Inc.                               09-23543
Home Service Publications, Inc.                    09-23544
Pegasus Asia Investments Inc.                      09-23545
Pegasus Investment, Inc.                           09-23546
Pegasus Sales, Inc.                                09-23547
Pleasantville Music Publishing, Inc.               09-23548
R. D. Manufacturing Corporation                    09-23549
RD Large Edition, Inc.                             09-23550
RD Publications, Inc.                              09-23551
RD Walking, Inc.                                   09-23552
RDA Holding Co.                                    09-23553
RDA Sub Co.                                        09-23554
Reader's Digest Children's Publishing, Inc.        09-23555
Reader's Digest Consumer Services, Inc.            09-23556
Reader's Digest Entertainment, Inc.                09-23557
Reader's Digest Financial Services, Inc.           09-23558
Reader's Digest Latinoamerica, S.A.                09-23559
Reader's Digest Sub Nine, Inc.                     09-23560
Reader's Digest Young Families, Inc.               09-23561
Reiman Manufacturing, LLC                          09-23562
Reiman Media Group, Inc.                           09-23563
Retirement Living Publishing Company, Inc.         09-23564
Saguaro Road Records, Inc.                         09-23565
Taste of Home Media Group, Inc.                    09-23566
Taste of Home Productions, Inc.                    09-23567
Travel Publications, Inc.                          09-23568
W.A. Publications, LLC                             09-23569
WAPLA, LLC                                         09-23570
Weekly Reader Corporation                          09-23571
Weekly Reader Custom Publishing, Inc.              09-23572
World Almanac Education Group, Inc.                09-23573
World Wide Country Tours, Inc.                     09-23574
WRC Media, Inc.                                    09-23575

Type of Business: The Reader's Digest 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 is
                  Pleasantville, New York.

Chapter 11 Petition Date: August 24, 2009

Court: Southern District of New York

Debtors' Counsel: James H. M. Sprayregen, Esq.
                  Paul M. Basta, Esq.
                  Nicole L. Greenblatt, Esq.
                  Kirkland & Ellis LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: 212-446-4800
                  Fax: 212-446-4900
                  http://www.kirkland.com

Debtors'
Conflicts
Counsel:          Curtis, Mallet-Prevost, Colt & Mosel LLP
                  101 Park Avenue
                  New York, New York 10178-0061
                  Tel: (212) 696 6000
                  Fax: (212) 697 1559
                  http://www.curtis.com/

Debtors'
Independent
Auditor:          Ernst & Young LLP
                  5 Times Square
                  New York, NY 10036-6530
                  Tel: (212) 773 3000
                  Fax: (212) 773 6350
                  http://www.ey.com/

Debtors'
Financial
Advisor:          Miller Buckfire & Co., LLC
                  153 East 53rd Street, 22nd Floor
                  New York, NY 10022
                  Tel: (212) 895-1800
                  Fax: (212) 895-1853
                  http://www.millerbuckfire.com/

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

Debtors'
Claims Agent:     Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: 310-823-9000

The Debtors' financial condition as of June 30, 2009:

Total Assets: $2,200,000,000

Total Debts: $3,400,000,000

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York Mellon    9% Senior         $600,000,000
as Trustee                     Subordinated
101 Barclay Street - 8W        Notes
New York, New York 10286
Attention: Global Trust
Administration
Fax: (212) 815-5704/3272

HCL                            Trade Claim       $14,212,268
A-lO/ll, Sector 3
Noida 201301, U.P.
Attn: Vineet Nayar, Chief
Executive Officer
Tel: 011-91-120-253-5070

Williams Lea                   Trade Claim       $8,867,402
1 Dag Harnmerskjold
Plaza, 8th Floor
New York, New York 10017
Attn: Justin Barton, CEO
The Americas
Tel: (212) 351-9020

CDS Global, Inc.               Trade Claim       $5,421,407
1901 Bell Avenue
Des Moines, Iowa 50315-1099
Attn: Malcolm Netbum
Chairman & CEO
Tel: (515) 246-6802

Quad/Graphics Inc.             Trade Claim       $2,983,639
N63W 23075 State Hwy. 74
Sussex, Wisconsin 53089-2827
Attn: Joel Quadracci, Vice
President
Tel: (414) 566-2020

Ti Circulation                 Trade Claim       $2,590,635
Holdings LLC
1271 Avenue of the Americas
New York, NY 10020-1393

RR Donnelley                   Trade Claim       $2,417,751
Receivables Inc
6 Cambridge Drive, Suite 302
Trumbull, CT 06611
Attn: Scott Weiss, Global
Accounts Director
Tel: (203) 854-1961

Quebecor World Inc.            Trade Claim       $2,349,793
150 East 42nd Street, 11th Fl.
New York, New York 10017
Attn: Kevin Clarke, President
Tel: (212) 583-6542

Newpage Corporation            Trade Claim       $2,241,616
6 Evergreen Lane
Chappaqua, New York 10514
Attn: Jerry Curran, Account
Executive
Tel: (914) 238-0445

The Harry Fox Agency           Trade Claim       $1,808,128
Incorporated
711 Third Avenue
New York, New York 10017
Attn: Paul W. Wallace
Tel: (212) 834-0108

Myllykoski North America       Trade Claim       $1,646,889
101 Merritt 7, 5th Floor,
Norwalk, Connecticut 06851
Attn: Brendan Lesch, Vice
President
Tel: (203) 229-7414

Sony Music Special Products    Trade Claim       $1,070,127
PO Box 371651
Pittsburgh, PA 15251-7651
Attn: Karen Cunningham
Tel: (212) 833-7038

SG Chappaqua A LLC             Trade Claim       $986,279
c/o Greenfield
Partners; SG
Chappaqua B LLC, C/O
Greenfield Partners
and summit
Development LLC
50 North Water St.
South Norwalk, CT 06854
Attn: Barry Marcus
Tel: (203) 354-5022
Fax: (203) 354-5060

Universal Music & Video        Trade Claim       $980,896
Distribution
PO Box 98279
Chicago, Illinois 60693
Attn: Kathy Hale
Tel: (310) 865-4533

Hung Ring Offset               Trade Claim       $831,607
Printing Company
17-19 Dai Hei St
Tai Po Ind, Est., NT
Attn: Matthew Yam, Managing
Director
Tel: (852) 2664-8682

Rhino Entertainment            Trade Claim       $802,641
3400 W. Olive Avenue
Burbank, California 91505-5538
Attn: Mark Pinkus
Tel: (818) 238-6143

Infocrossing Incorporated      Trade Claim       $772,671
2 Christie Heights Street
Leonia, New Jersey 07605
Attn: Sameer Kishore, Chief
Operating Officer
Tel: (201) 840-4709

Federal Express Corporation    Trade Claim       $742,759
CORPORATION
St. Louis, Missouri
Attn: Glenda Corwin, Vice
President of Worldwide
Services
Tel: (913) 661-5029

EDS Corporation                Trade Claim       $733,507
153 East 53rd Street
28th Floor
New York, New York 10022
Attn: John Cunniffe, Client
Sales Executive
Tel: (212) 610-8146

Anetorder, Inc.                Trade Claim       $666,509
820 Frontenac Rd
Naperville, II 60563
Attn: Shane Randall, President
& CEO
Tel: (630) 579-8800

A&E Television Networks        Royalty Claim     $651,568
235 E. 45th Street
New York, NY 10017
Attn: Kate Winn, VP Home
Video Sales & Marketing

Ignite Media Solutions         Trade Claim       $614,664
1001 St. Petersburg Dr.
West Oldsmar, FL 34677
Attn: Michael Ferzacca
Tel: (301) 908-6344

Fitness Brands Inc             Royalty Claim     $600,000
3400RR 620 S, Suite 12101
Austin, TX 78738
Attn: David Brodess

Aegis USA Inc.                 Trade Claim       $537,155
211 Monmouth Road
West Long Branch, NJ 07764
Attn: General Counselor Officer

Inorecords                     Royalty Claim     $522,378
210 Jamestown Park, Suite 100
Brentwood, IN 37027
Attn : John Deakins

Cellmark Paper, Inc.           Trade Claim       $514,256
80 Washington Street
Norwalk, CT 06854
Attn: General Counselor Officer

Sony BMG Music Entertainment   Trade Claim       $474,558
39-205 Leopard Street
Palm Desert, California 92211
Attn: Lenny Abramowitz

Soul Train Holdings LLC        Royalty Claim     $400,000
1010 Wilshire Blvd., Suite 1502
Los Angeles, CA 90068

Equifax Marketing Services     Trade Claim       $360,621
2031 W. Pierce, #1B
Chicago, Illinois 60622
Attn: Jeff L. Warnock
Tel: (773) 862-9733

West Direct, Inc.             Trade Claim        $341,436
11808 Miracle Hills Dr.
Omaha, Nebraska 68154
Attn: Wanda Wacholtz
Tel: (402) 964-6364

The Debtor's Largest Secured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
J.P. Morgan Chase as           Secured by pledge $1,182,775,000
Administrative Agent for       of stock of
U.S. Term Loan                 subsidiaries and
Maryann Bui                    a security
JPMorgan Chase Bank N.A.       interest in
Americas Investment Bank       essentially all
Loan Operations
1111 Fannin St., 10th Floor
Houston, TX 77002
Tel: (713) 750-7932
Fax: (713) 750-2878

J.P. Morgan Chase as           Secured by pledge $293,700,779
Administrative Agent for       of stock of
Revolver                       subsidiaries and
Maryann Bui                    a security
JPMorgan Chase Bank N.A.       interest in
Americas Investment Bank       essentially all
Loan Operations
1111 Fannin St., 10th Floor
Houston, TX 77002
Tel: (713) 750-7932
Fax: (713) 750-2878

The petition was signed by Thomas A. Williams, chief financial
officer and senior vice president.


REDDY ICE: Officers Set, Amend Stock Trading Plans With Brokers
---------------------------------------------------------------
Reddy Ice Holdings, Inc., said certain officers of the company
have established pre-arranged personal stock trading plans, or
amended their pre-existing, pre-arranged personal stock trading
plans, with brokerage firms under Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended.  Rule 10b5-1 enables securities
holders to adopt pre-arranged stock trading plans for the purchase
or sale of predetermined amounts of securities on a non-
discretionary basis.

The individuals participating in the plans will purchase shares.
These plans may have the effect of spreading stock trades over an
extended period of time, thereby reducing market impact.

Among others, these officers have elected to enter into Rule
10b5-1 stock trading plans, or amend their pre-existing Rule
10b5-1 stock trading plans, on August 18 or August 19, 2009:

     -- Gilbert M. Cassagne -- Chairman of the Board, Chief
        Executive Officer and President;

     -- Steven J. Janusek -- Executive Vice President, Chief
        Financial Officer and Secretary;

     -- Paul D. Smith -- Executive Vice President and Chief
        Operating Officer;

     -- William A. Tolany -- Executive Vice President and Chief
        Customer Officer; and

     -- Angela S. Wallander -- Executive Vice President and Chief
        Administrative Officer.

The stock trading plans of each to the officers will terminate on
June 30, 2010.  Purchases of shares pursuant to the stock trading
plans will be reported through Form 4 filings with the Securities
and Exchange Commission.  Except as may be required by law, the
company does not report stock trading plans by other company
officers or directors, or modifications, transactions or other
activities under any previously announced plan.

                          About Reddy Ice

Reddy Ice Holdings, Inc. (NYSE:FRZ) is the largest manufacturer
and distributor of packaged ice in the United States.  With more
than 2,000 year-round employees, the Company sells its products
primarily under the widely known Reddy Ice(R) brand to a variety
of customers in 32 states and the District of Columbia.  The
Company provides a broad array of product offerings in the
marketplace through traditional direct store delivery, warehouse
programs and its proprietary technology, The Ice Factory(R).
Reddy Ice serves most significant consumer packaged goods channels
of distribution, as well as restaurants, special entertainment
events, commercial users and the agricultural sector.

Reddy Ice Holdings at June 30, 2009, had $448.3 million in total
assets; and $36.4 million in total current liabilities,
$390.6 million in long-term obligations, $21.5 million in deferred
taxes and other liabilities; resulting in $224 million in
stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 13, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Dallas, Texas-based Reddy Ice Holdings Inc. and its
wholly-owned operating subsidiary, Reddy Ice Corp.   S&P lowered
the corporate credit rating to 'B' from 'B+', and for analytical
purposes, S&P views the companies as one economic entity.  The
outlook is negative.


RICHARD LACK: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Richard John Lack
               Amy Eileen Lack
               517 Oakshire Place
               Alamo, CA 94507-2327

Case No.: 09-47791

Chapter 11 Petition Date: August 22, 2009

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

Judge: Leslie J. Tchaikovsky

Debtors' Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710
                  Email: voisenat@gmail.com

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

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

The petition was signed by the Joint Debtors.

Debtors' List of 9 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Academy Collection Service     Advantage Mastercard   $16,000

American Express               Credit Card Purchases  $5,124

American Express               Credit Card Purchases  $1,129

Chase                          Credit Card Purchases  $7,319

Chase                          Credit Card Purchases  $7,166

Chase (Marriott)               Credit Card Purchases  $12,093

Homewood Marina                Services               $6,000

Puget Sound Leasing            Guarantee on lease     $6,000
                               for equipment

West America Bank              Guaranteed business    $50,000
                               Loan


S & D INC: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: S & D, Inc.
           aka Knights Inn of Medford
           aka Knight's Inn
        500 N. Riverside Avenue
        Medford, OR 97501

Bankruptcy Case No.: 09-64511

Chapter 11 Petition Date: August 21, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley, III

Debtor's Counsel: Keith Y. Boyd, Esq.
                  88 E Broadway
                  Eugene, OR 97401-2933
                  Tel: (541) 868-8005
                  Email: ecf@mb-lawoffice.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/orb09-64511.pdf

The petition was signed by Iqbal Singh Samra, president of the
Company.


SAXBYS COFFEE: Asks More Time for Schedules & Creditors List
------------------------------------------------------------
Saxbys Coffee Worldwide, LLC, has asked the Hon. Eric Frank of the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
extend until September 9 the filing deadline of the list of its
creditors, assets, and liabilities, Joseph N. DiStefano at The
Philadelphia Inquirer reports.

According to Philadelphia Inquirer, Judge Frank had given Saxbys
Coffee until August 20 to list its creditors, assets, and
liabilities or he'd throw the case out of court.

Philadelphia Inquirer relates that Saxbys Coffee filed for
bankruptcy after lawsuits were filed in Colorado, Illinois,
Nevada, and elsewhere by investors in the Company's previous
owner, Saxbys Coffee Inc.  Citing Saxybys, Philadelphia Inquirer
states that the Atlanta outfit said it wasn't paid enough when the
company was sold to Philadelphia developer Joseph Grasso's Walnut
Street Capital.

President Nick Bayer said that the Company's bankruptcy filing
won't delay its expansion, The Philadelphia Inquirer states.  The
report says that Saxbys Coffee had disclosed plans to open an
additional 10 stores in Philadelphia and eight elsewhere.
Bankruptcy "is going to allow us to open those shops a little more
quickly and a little more efficiently," the report quoted Mr.
Bayer as saying.

Mr. Bayer, according to Philadelphia Inquirer, said, "Our money
had been diverted to these legal cases."  Philadelphia Inquirer
states that if the Court and creditors agree, the cash will be put
to work expanding the chain.

Conshohocken, Pennsylvania-based Saxbys Coffee Worldwide, LLC, is
a 37-store chain that operates 14 stores in Pennsylvania, where it
acquired parts of the former Bucks County Coffee Co. in 2008,
along with others scattered from Washington and Atlanta to
California.

The Company filed for Chapter 11 bankruptcy protection on
August 5, 2009 (Bankr. E.D. Pa. Case No. 09-15898).  Paul J.
Winterhalter, Esq., at Law Offices of Paul J Winterhalter, P.C.,
assists the Company in its restructuring efforts.  The Company
listed up to $50,000 in assets and $1,000,001 to $10,000,000 in
liabilities when it filed for bankruptcy.


SEMGROUP LP: Judge OKs Sale of Assets to Seaco and 71
-----------------------------------------------------
Judge Brendan Shannon authorized the sale or transfer of certain
of SemMaterials, L.P.'s assets, free and clear of liens,
separately to Seaco, Inc., and 71 Construction.

Judge Shannon also approved the sale agreements entered
separately among SemMaterials, SeaCo, and 71 Construction.  Full-
text copies of the sale agreements are available for free at:

  http://bankrupt.com/misc/semgroup_seacoagreement.pdf
  http://bankrupt.com/misc/semgroup_71constructionagreement.pdf

In a separate order, Judge Shannon authorized Debtor K.C.
Asphalt, L.L.C., doing business as SemMaterials Performance
Asphalt Company, a subsidiary of SemMaterials, and SemMaterials,
to sell certain assets to Suncor Energy (U.S.A.) Inc., free and
clear of liens.  Judge Shannon further approved the Bill of Sale
and Assumption and Assignment between K.C. Asphalt and Suncor,
whereby K.C. Asphalt will assume and assign (i) a tank lease
entered between K.C. Asphalt and Fruita Development LLC and; (ii)
settlements each entered by K.C. Asphalt and Semmaterials with
the Department of Public Health and Environment of the State of
Colorado.

Judge Shannon also held that the cure amount for the Lease is
$310,000 while the cure amount for the Settlements is $0.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENTINEL MGMT: Trustee May Not Sue on Claim Assigned by Creditors
-----------------------------------------------------------------
Judge James Zagel of the U.S. District Court for the Northern
District Illinois, in Chicago ruled at the end of July that a
bankruptcy trustee may not prosecute claims against third parties
that belong to individual creditors, even if the creditors assign
their claims to the trustee, according to Bill Rochelle at
Bloomberg News.

According to the report, the case Grede v. Bank of New York Mellon
(Case No. 09-1919) involved Sentinel Management Group Inc., the
defunct money manager whose liquidating Chapter 11 plan was
confirmed in December.  The plan allowed creditors to assign
claims to the trustee who would in turn mount a lawsuit against
Bank of New York Mellon for allegedly aiding and abetting
Sentinel's breach of duty to customers.

Even though the plan provided that recoveries in the lawsuit would
go only to the customers who assigned their claims, Judge Zagel
nonetheless ruled that the Sentinel trustee lacks the right to
bring the suit, Mr. Rochelle relates.

The trustee will appeal, Vincent E. Lazar, counsel for the trustee
from Jenner & Block LLP in Chicago, said in an interview.

Bankrupt law provides that a bankruptcy trustee may not bring
claims that belong only to creditors. Consequently, a trustee may
only sue for damages to the bankrupt company.

The Sentinel trustee, according to Mr. Rochelle, attempted to
sidestep the rule by having the claims assigned to him by
creditors.  Judge Zagel wasn't persuaded by the argument that the
trustee could sue because he was stepping into the shoes of the
individual creditors.  Judge Zagel said that the bankruptcy
trustee is a creature of statute limited to powers conferred in
bankruptcy law.  The ability to sue on behalf of individual
creditors is not one of the powers given to a bankruptcy trustee,
Judge Zagel said.


SILICON GRAPHICS: Could Liquidate Assets if Plan is Not Confirmed
-----------------------------------------------------------------
Silicon Graphics Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the Southern District of New York a
disclosure statement for its joint Chapter 11 plan of
reorganization, wherein (i) holders of allowed claims will receive
a greater recovery from the estates of the Debtors than the
recovery that they would receive in a liquidation of the Debtors
under chapter 7 of the Bankruptcy Code, and (ii) the Debtors will
afford the opportunity and ability to restructure and operate its
businesses going forward as a viable going concern.

According to the disclosure statement, if Plan is not confirmed,
the Debtors will be forced to liquidate all assets and distribute
the proceeds to the holders of prepetition credit agreement
secured claims.  There would be a significantly reduced recovery
for the holders of prepetition credit agreement secured claims and
no recovery for holders of priority tax claims, priority claims,
and general unsecured claims.

Shares of new common stock describe in the Debtors' disclosure
statement will be issued without registration under the Securities
Act of 1933, as amended.

A hearing is set for Sept. 15, 2009, at 10:00 a.m., to consider
approval of the disclosure statement.  Objections, if any, are due
Sept. 10, 2009, at 5:00 p.m.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?42d6

A full-text copy of the plan of reorganization is available for
free at http://ResearchArchives.com/t/s?42d7

                      About Silicon Graphics

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on September 19, 2006.  When
the Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.

On June 4, 2009, the Company amended its Amended and Restated
Certificate of Incorporation pursuant to the Certificate of
Amendment of Amended and Restated Certificate of Incorporation of
Silicon Graphics, Inc., to change its name to Graphics Properties
Holdings, Inc.


SIMON WORLDWIDE: Posts $466,000 Net Loss for June 30 Quarter
------------------------------------------------------------
Simon Worldwide, Inc., posted a net loss of $466,000 for the three
months ended June 30, 2009, from net income of $1,560,000 for the
same period in 2008.  It posted a net loss of $947,000 for the six
months ended June 30, 2009, from net income of $713,000 for the
same period the prior year.

As of June 30, 2009, the Company had $16,765,000 in total assets
and $919,000 in total liabilities, all current.

As a result of the loss of its customers, Simon Worldwide no
longer has any operating business.  Since August 2001, the Company
has concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations, and pending litigation.
As a result of these efforts, the Company has been able to resolve
a significant number of outstanding liabilities that existed at
December 31, 2001, or arose subsequent to that date.

At June 30, 2009, the Company had reduced its workforce to 4
employees from 136 employees at December 31, 2001.  The Company is
currently managed by the Chief Executive Officer and principal
financial officer, Greg Mays, together with an acting general
counsel.

The Company continues to incur losses in 2009 within its
continuing operations for the general and administrative expenses
being incurred to manage the affairs of the Company and resolve
outstanding legal matters.  By utilizing cash received pursuant to
the settlement with McDonald's in 2004, $2.1 million received from
Yucaipa AEC in July 2008 and March 2009, and $1.75 million
received in settlement of the Company's lawsuit against
PricewaterhouseCoopers LLC, management believes it has sufficient
capital resources and liquidity to operate the Company for the
foreseeable future.

In connection with the Company's settlement of its litigation with
McDonald's and related entities, the Company received net cash
proceeds, after attorney's fees, of approximately $13 million and,
due to the elimination of liabilities associated with the
settlement of approximately $12 million, the Company recorded a
gain of approximately $25 million in 2004.

However, as a result of significant losses from operations, a lack
of any operating revenue and a potential liquidation in connection
with an Exchange and Recapitalization Agreement, the Company's
independent registered public accounting firm has expressed
substantial doubt about the Company's ability to continue as a
going concern.  The accompanying condensed consolidated financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.

The Board of Directors continues to consider various alternative
courses of action for the Company, including possibly acquiring or
combining with one or more operating businesses.  The Board of
Directors has reviewed and analyzed a number of proposed
transactions and will continue to do so until it can determine a
course of action going forward to best benefit all shareholders.
The Company cannot predict when the Board of Directors will have
developed a proposed course of action or whether any such course
of action will be successful.  Management believes it has
sufficient capital resources and liquidity to operate the Company
for the foreseeable future.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010 or (ii) December 31, 2011 in
the event that a letter of intent, an agreement in principle or a
definitive agreement to complete a business combination was
executed on or prior to December 31, 2010 but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.

Notwithstanding, the Company will not be required to be dissolved
and liquidated if Overseas Toys, L.P., the Company's largest
shareholder, or any affiliate thereof shall have made a qualified
offer no earlier than 120 days and at least 60 days prior to the
termination date and shall have consummated such qualified offer
by having purchased all shares of stock properly and timely
tendered and not withdrawn pursuant to the terms of the qualified
offer.

The Company entered into the Exchange and Recapitalization
Agreement on June 11, 2008, with Overseas Toys, the holder of all
the outstanding shares of preferred stock of the Company, pursuant
to which all the outstanding preferred stock would be converted
into shares of common stock representing 70% of the shares of
common stock outstanding immediately following the conversion.
The Recapitalization Agreement was negotiated on the Company's
behalf by the Special Committee of disinterested directors which,
based in part upon the opinion of the Special Committee's
financial advisor, determined that the transaction was fair to the
holders of common stock from a financial point of view.  At a
special meeting held on September 18, 2008, the stockholders of
the Company approved amendments to the Company's certificate of
incorporation proposed in order to effect a recapitalization of
the Company pursuant to the terms of the Recapitalization
Agreement.

In the exchange, the Company issued 37,940,756 shares of common
stock with a fair value of $15.2 million in exchange for 34,717
shares of preferred stock (representing all outstanding preferred
shares) with a carrying value of $34.7 million and related accrued
dividends of approximately $147,000.  The Company recorded
$19.7 million to retained earnings in September 2008 representing
the excess of carrying value of the preferred stock received over
the fair market value of the common shares issued as such
difference essentially represented a return to the Company.

The Company has federal net operating loss carryforwards of
approximately $65.3 million and state NOLs of approximately
$35.1 million that may, subject to applicable tax rules, be used
to reduce certain income tax obligations in the future.  In 2008,
California suspended the ability of businesses to use California
NOLs to reduce California income tax obligations for tax years
2008 and 2009. Based on a review of the Company's NOLs by its
outside tax advisors and with the exception of the two-year NOL
suspension implemented by California in 2008, the Company does not
anticipate that the recapitalization will materially or adversely
impact the Company's ability to use its NOLs.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?42ee

Prior to August 2001, the Company was a multi-national, full
service promotional marketing company.  In August 2001, McDonald's
Corporation, the Company's principal customer, terminated its
25-year relationship with the Company as a result of the
embezzlement by a former Company employee of winning game pieces
from McDonald's promotional games administered by the Company.
Other customers also terminated their relationships with the
Company, resulting in the Company no longer having a business.

By April 2002, the Company had effectively eliminated a majority
of its ongoing promotions business operations and was in the
process of disposing of its assets and settling its liabilities
related to the promotions business and defending and pursuing
litigation with respect thereto.  The Company has been able to
resolve a significant number of outstanding liabilities that
existed in August 2001 or arose subsequent to that date.


SIX FLAGS: Files Revised Plan With Stock for Lenders
----------------------------------------------------
Six Flags Inc. and its affiliates fine-tuned their proposed plan
of reorganization and filed a disclosure statement that now
estimates how much creditors can expect in recovery.

Prepetition, Six Flags negotiated a plan that would result in a
deleveraging of its balance sheet by roughly $1.8 billion, as well
as the elimination of more than $300 million in mandatorily
redeemable preferred stock obligations.

Holders of $1.13 billion under the prepetition credit agreement
would get 92% of the new stock plus a new $600 million term loan.
Their recovery is estimated between 92.2% and 112.8%, according to
the new disclosure statement.  All other secured Claims against
the Debtors that are allowed, if any, will either be paid in full
or reinstated, in the Debtors' discretion.

Unsecured creditors of Six Flags Operations Inc. with $20 million
in claims are to receive 7% of the new stock for a recovery of
8.2% to 12.4%.  Unsecured creditors of Six Flags Inc., including
holders of $1.27 billion in unsecured notes, are to have 1% of the
stock for a dividend estimated to range between 0.4% and 0.6%.

All existing equity interests in SFI and subsidiary SFO will be
cancelled under the Plan.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/SixFlags_DS_AmendedPlan.pdf

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Committee Opposes $7.5MM Houlihan Transaction Fee
------------------------------------------------------------
The Official Committee of Unsecured Creditors disagrees, in part,
Six Flags Inc. and its affiliates' intent to employ Houlihan Lokey
Howard & Zukin Capital, Inc., as their financial advisors and
investment bankers.

The Creditors Committee objects to the Debtors' request for the
pre-approval of a $7,500,000 Transaction Fee to be paid to
Houlihan in the event of confirmation of any reorganization plan
regardless of Houlihan's role and regardless of what
distributions will be made under that Plan.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, in
Wilmington, Delaware, informs the Court that Houlihan is to
receive $200,000 as monthly retainer and the Debtors propose to
pay Houlihan the Transaction fee without a review.

Ms. Jones says the Creditors' Committee believes that Debtors'
Plan is unconfirmable.  Furthermore, the Creditors' Committee
anticipates to sponsor an alternative plan the Creditors'
Committee expects to be confirmed, thereby making uncertain
Houlihan's role in the confirmed Plan.

In these circumstances, it would be inappropriate to pre-approve
the proposed Transaction Fee for Houlihan, rather, the amount of
any transaction fee should not be determined now and should be
subject to a review of "reasonableness" and necessity under
Section 330(a) of the Bankruptcy Code at the end of the Debtors'
Chapter 11 cases, when the results can be judged and the
contribution of Houlihan can be fully assessed, Ms. Jones
asserts.


                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Operations Inc.'s Schedules of Assets & Debts
--------------------------------------------------------
A.   Real Property                                         $0

B.   Personal Property
B.3  Security deposits                                572,843
B.16 Accounts Receivable
       Six Flags, Inc. - Intercompany              27,852,503

    TOTAL SCHEDULED ASSETS                        $28,425,346
    =========================================================

C.   Property Claimed as Exempt                            $0

D.   Creditors Holding Secured Claims
       Citibank, N.A.                              19,992,250
       JP Morgan Chase as Adm. Agent            1,109,185,000
       Papa John's                                    371,649

E.   Creditors Holding Unsecured Priority Claims            0
F.   Creditors Holding Unsecured
       Non-priority Claims:
          HSBC Bank USA                           420,008,333
          Time Warner SF LLC                       10,000,000

    TOTAL SCHEDULED LIABILITIES                $1,559,557,234
    =========================================================


SIX FLAGS: Operations Inc.'s Statement of Financial Affairs
-----------------------------------------------------------
Six Flags Operations Inc. reports that during the two years
immediately preceding the Petition Date, it received income from
gross sales from operations, excluding intercompany operations:

  Amount              Date
  ------              ----
  $1,358,841          Jan. 1, 2009 - June 12, 2009
($47,153,361)         2008
($49,972,200)         2007

According to James Coughlin, general counsel for SFO, during the
two years immediately preceding the Petition Date, SFO received
$3,496,495 as income from sources other than the operation of its
business.

Within one year immediately preceding the Petition Date, SFO was
or is a party to more than 12 suits and administrative
proceedings.  A list of the prepetition cases is available for
free at http://bankrupt.com/misc/SFO_sofa_cases09.pdf

Mr. Coughlin reports that within two years immediately preceding
the Petition Date, SFO's books of accounts and records were kept
and supervised by:

  Name                     Position       Date
  ----                     --------       ----
  Kyle Bradshaw            SVP Finance    Sept. 2006 to present
  Lenny Russ               Controller     Aug. 2005 to present
  Jeff Speed               CFO/EVP        Feb. 2006 to present

Within two years immediately preceding the Petition Date, SFO has
issued Financial Statements to JP Morgan Chase Bank, NA, as
Administrative Agent to the Credit Agreement.

These officers or directors own, control, or hold 5% or more of
the voting securities of SFO:

  Direct Ownership
  ----------------
  Six Flags Operations Inc.       Sole Shareholder

  Indirect Ownership
  ------------------
  Six Flags, Inc.                 Shareholder

  Directors
  ---------
  Mark Quenzel                    Director and President
  Jeffrey Speed                   Director

  Officers
  --------
  Mark Quenzel                    President
  Andrew Scheimer                 EVP-Strategic Development
  Danielle J. Bemthal             AVP and Asst. Secretary
  Jeffrey Speed                   EVP and CFO
  Kyle Bradshaw                   SVP Finance
  Mary A. Roma                    AVP and Asst. Secretary
  Walter S. Hawrylak              SVP, Admin. & Secretary
  James Coughlin                  General Counsel

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Theme Park Unit's Schedules of Assets And Debts
----------------------------------------------------------
A.   Real Property
       Six Flags Great Adventure:
          Land                                    $12,303,805
          Land improvements                        14,712,331
          Building and improvements                21,540,178
          CIP-Land improvements                       370,655
          CIP-Buildings and improvements            2,947,973
          1998 Purchase accounting adjustments     49,482,942
       Six Flags Hurricane Harbor NJ:
          Land                                        456,645
          Land improvements                        11,883,552
          Buildings and improvements                5,504,619
          CIP-Land improvements                        31,209
          CIP-Buildings and improvements              153,710
          1998 Purchase Accounting adjustments      4,870,261

B.  Personal Property

B.1 Cash on hand - Petty Cash                             689

B.2 Bank Accounts                                  31,010,122
   See http://bankrupt.com/misc/SFTP_sal_b2.pdf

B.03 Security deposits
       American Express Deposit Credit
          Processing                                1,500,000
       Gen. Liability Insurance Deposit               709,597
       Seattle, Enchanted Village Land Deposit      2,693,829
       Work Comp. Insurance Deposit                   801,661

B.9  Interests in insurance policies                        0

B.12 Interests in IRA, ERISA, Koegh, or other
    pension or profit sharing plans
    Deferred Trust Assets in Company's Deferred
    Compensation plan                                       0

B.13 Stock and interests in incorporated and
    unincorporated business                                 0

B.16 Accounts Receivable                          393,459,800
    See http://bankrupt.com/misc/sftp_sal_b13.pdf

B.18 Other liquidated debts owed to debtor
     including tax refunds                                  -

B.23 Licenses
       Dick Clark Productions                         768,309

B.30 Inventory
       Games Inventory- Grand Prairie, Texas          735,798
       Retail Marketing Inventory- Grand Prairie      367,531

B.35 Other personal property
       Leasehold Improvements, New York            22,926,370
       See http://bankrupt.com/misc/sftp_sal_b35.pdf

    TOTAL SCHEDULED ASSETS                       $579,231,588
    =========================================================

C.   Property Claimed as Exempt                            $0

D.   Creditors Holding Secured Claims           1,129,548,901
       See http://bankrupt.com/misc/sftp_sal_sch_d.pdf

E.   Creditors Holding Unsecured Priority Claims
       Total Accrued Bonuses                        4,826,286

F.   Creditors Holding Unsecured
    Non-priority Claims                         2,584,457,305

    TOTAL SCHEDULED LIABILITIES                $3,718,832,493
    =========================================================

d Investors, Inc., with the U.S.
Securities and Exchange Commission is available for free at:

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

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Theme Park Unit's Statement of Financial Affairs
-----------------------------------------------------------
Six Flags Theme Parks Inc. reports that during the two years
immediately preceding the Petition Date, it received income from
gross sales from operations, excluding intercompany operations:

Amount              Date
------              ----
($14,136,483)        Jan. 1, 2009 - June 12, 2009
$20,590,522         2008
  ($192,582)         2007

James Coughlin, general counsel for SFTP, says that during the
two years immediately preceding the Petition Date, SFTP received
$6,034,798 as income from sources other than the operation of its
business.

Within 90 days immediately preceding the Petition Date, SFTP made
payments to creditors on account of property, the value of which
are not less than $5,475.  A list of payments is available for
free at http://bankrupt.com/misc/SFTP_sofa_90-daycreditors.pdf

Within one year immediately preceding the Petition Date, SFTP
made payments to creditors who are insiders, but SFTP
intentionally redacted the page containing the list of its
creditor-insiders, intending to keep the list out of public view
for confidentiality reasons.

Within one year immediately preceding the Petition Date, SFTP was
or is a party to more than 40 suits and administrative
proceedings.  A list of the prepetition cases is available for
free at http://bankrupt.com/misc/SFTP_sofa_cases09.pdf

According to Mr. Coughlin, for $341,562 value received, SFTP
transferred property to Arlington City, Texas, as security within
two years immediately preceding the Petition Date.  The transfer
was made as conveyance of fee simple property interests in 11,324
square feet of land; 750 square feet of drainage easement rights;
and 9,284 square feet of temporary construction easement right
for road widening purposes.

Mr. Coughlin reports that within two years immediately preceding
the Petition Date, SFTP's books of accounts and records were kept
and supervised by:

  Name                     Position       Date
  ----                     --------       ----
  Kyle Bradshaw            SVP Finance    Sept. 2006 to present
  Lenny Russ               Controller     Aug. 2005 to present
  Jeff Speed               CFO/EVP        Feb. 2006 to present

Within two years immediately preceding the Petition Date, SFTP
has issued financial statements to JP Morgan Chase Bank, NA, as
Administrative Agent to the Credit Agreement.

The last two inventories on SFTP's property were taken in
November and November 2008.  The amount of the 2007 inventory was
$576,641 and the amount of the 2008 inventory was $529,306.  The
2007 inventory was supervised by Lenny Scheistrate, Rob Sarle,
Dan Holland, David Russ, David Cook and Sharon Stevens.  The 2008
inventory was supervised by Lenny Scheistrate, Rob Sarle, Dan
Holland, David Ruffin, Philip Ingle and Sharon Stevens.

The records of the 2007 inventory are kept by Lenny Scheistrate,
Rob Sarle, Dan Holland, David Russ, David Cook and Sharon
Stevens.  The records of the 2008 inventory are in the custody of
Lenny Scheiestrate, Rob Sarle, Dan Holland, Daniel Ruffin, David
Cook, Philip Ingle and Sharon Stevens.

These officers or directors own, control, or hold 5% or more of
the voting securities of SFTP:

  Direct Ownership
  ----------------
  Six Flags Theme Park Inc.       Sole Shareholder

  Indirect Ownership
  ------------------
  Six Flags Operations Inc.       Shareholder

  Directors
  ---------
  Mark Quenzel                    Director and President
  Jeffrey Speed                   Director, VP and CFO

  Officers
  --------
  Mark Quenzel                    President
  Andrew Schleimer                EVP-Strategic Development
  Angelina Vieira Barocas         SVP-Entertaining & Marketing
  Bob Chesterman                  VP-Park Strategy and Mgt.
  Dan Weinberg                    VP-Entertainment
  Danielle J. Bemthal             AVP and Asst. Secretary
  Dave McKilips                   VP-Corporate Alliances
  Fred Christenson                VP-Aquatic Operations
  Harold Rick Goff                VP-Operations
  James Coughlin                  General Counsel

A full-text copy of the SFTP executive officers is available for
free at http://bankrupt.com/misc/sftp_sofa_corporate09.pdf

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SPANSION INC: To Sell Suzhou Facility to Powertech Technology
-------------------------------------------------------------
In a move designed to lower fixed costs over the long-term,
enhance its manufacturing flexibility, and further its
restructuring efforts, Spansion Inc. said its wholly owned
subsidiary Spansion LLC has signed a definitive agreement with
Powertech Technology Inc. to sell to PTI its final manufacturing
facility located in Suzhou, China, and certain related equipment.

Under the terms of the agreement and subject to U.S. bankruptcy
court approval, PTI will pay Spansion LLC approximately
$31 million in cash, subject to certain adjustments, over the six
months following the closing and Spansion LLC will transfer 100
percent of its shares in its subsidiary Spansion Holdings
(Singapore) Pte. Ltd., which is the holding company of the Suzhou
facility.  Also following the closing, PTI will provide final
manufacturing services to Spansion at the Suzhou facility pursuant
to a Supply Agreement between Spansion LLC and PTI.

The planned sale is another step in Spansion's strategy to focus
on its own core competencies and efficiently utilize its assets by
shifting to a more variable, outsourced manufacturing model.  It
also demonstrates further progress in Spansion's corporate
reorganization, which is designed to create an operating model to
support a leaner, more competitive company that has greater
operational efficiencies and is positioned for positive free cash
flow and profitability.

"As an industry-leading final assembly and test service company,
we believe PTI is an ideal final manufacturing resource for
Spansion," said John Kispert, Spansion President and CEO.
"Spansion is executing on our strategy to refine our business
model and focus on our core competencies.  We believe this
agreement will help Spansion emerge from the Chapter 11 process a
stronger and more focused company."

The Spansion Suzhou facility is one of four factories in
Spansion's final manufacturing network, with approximately 565
employees.  Operating in China since 1998, the Suzhou facility is
certified to ISO 9001:2000 and ISO/TS 16949:2002 as well as ISO
14001 and OHSAS 18001 standards.  Operations at Spansion Suzhou
include: multi-chip-package development; high-volume manufacturing
of MCP, FBGA, and TSOP packages; assembly, test, mark and pack;
and customer support.

"We expect an uninterrupted supply of products to our customers
after the transfer of ownership of the Suzhou facility," said Ajit
Manocha, executive vice president, operations.  "In addition, we
fully expect to maintain Spansion's high quality standards for
customers as we transition to becoming a customer of PTI in the
future."

The transaction and its final terms are subject to U.S. bankruptcy
court approval.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Applies to Hire Ryan as Texas Consultant
------------------------------------------------------
Spansion Inc. and its affiliates seek the Court's authority to
retain Ryan, Inc., as their Texas Enterprise Zone consultant, nunc
pro tunc to the Petition Date, pursuant to Sections 327(a), 328(a)
and 1107 of the Bankruptcy Code.  The Debtors have selected Ryan
because of the firm's extensive experience and knowledge regarding
applications for the Texas Enterprise Zone Program.  The Program
is an economic development tool for local communities to partner
with the state of Texas to encourage job creation, job retention,
and capital investment in economically distressed areas of the
state.

According to the Debtors, Ryan's fees will be based on commission
so that it receives no compensation unless the Debtors obtain a
tax benefit after submitting the application.  Ryan will be
compensated on contingency if the Debtors receive any tax
refunds, credits, or deductions and depending on the type of
project designation:

  -- 33 1/2% for a Single or Double Jumbo Enterprise Project
     designation; and

  -- 25% for a Triple Jumbo Enterprise Project designation.

Ryan has also the right to engage legal counsel to seek a refund
through an administrative hearing or other legal action, and if
successful, will receive a 40% contingency fee for a Single or
Double Jumbo Enterprise Project designation and 30% contingency
fee for a Triple Jumbo Enterprise Project designation.

Trisha C. Fortune, a principal of Ryan, Inc., assures the Court
that her firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Asks for Court Nod to Reject Cadence Contract
-----------------------------------------------------------
Spansion Inc. and its affiliates seek the Court's authority to
reject their executory contract with Cadence Design Systems, Inc.

Spansion LLC and Cadence are parties to a Software License and
Maintenance Agreement dated June 29, 2007.  Under the License
Agreement, Spansion LLC and Cadence entered into that certain
Attachment A and B to the Software License and Maintenance
Agreement as addendums to the License Agreement.  The Attachment
provide the Debtors with access to separate pools of software
essential to build the flash memory products that Spansion
develops.

Spansion LLC and Cadence are also parties to a Statement of Work
for The Big Sur Project with Spansion LLC dated January 22, 2007,
under which Cadence provides engineering support services
relating to Spansion LLC's design process with a goal of
improving effectiveness and efficiency as well as assisting on
various tasks and projects related to the design of Spansion's
products.

The Debtors relate that they have negotiated with Cadence to
obtain new agreements which are "right-sized" for their future
business and expect to enter into the replacement agreements
retroactive to March 2, 2009.  The Debtors say the Replacement
Contracts are expected to save them $11,600,000 over the terms of
the various agreements, or approximately $282,000 per month for
the combined licenses, maintenance and engineering support as
compared to the Cadence Contracts.

According to the Debtors, they have agreed with Cadence that the
rejection date for the Cadence Contracts will be March 2, 2009.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


STANFORD GROUP: Vantis Gets Funds for SIB Antiguan Liquidation
--------------------------------------------------------------
Personnel at Vantis PLC appointed as the joint liquidators of
Stanford International Bank (SIB) advised that from August 18
onwards, they will be able to use funds of SIB in England and
Wales to meet essential ongoing operating costs of the Antiguan
liquidation.

The Court of Appeal for England & Wales varied the restraint order
over the assets, which had previously been obtained by the Serious
Fraud Office (SFO) at the request of the United States Department
of Justice (US DOJ).

The joint liquidators, Nigel Hamilton-Smith and Peter Wastell,
have a further appeal that seeks the discharge of the criminal
restraint order obtained by the SFO on behalf of the US DOJ.  They
are requesting the control of the funds so that they can be
distributed to investors and creditors, rather than retained with
a view to making them available in future to the US DOJ.

The date of this appeal has been set as November 16, 2009, which
will also include a hearing to deal with the US receiver's appeal
against the order of the High Court of July 3, which gave the
Antiguan liquidators control of SIB assets located in England and
Wales.

Separately, proceedings continue in Switzerland, Canada and the US
in respect of the joint liquidators' applications for formal
recognition of the Antiguan liquidation of SIB and for control of
SIB assets located in those jurisdictions.

In the meantime, the joint liquidators continue to deal with
investors via the Online Claims Management System
(https://stanford.vantisplc.com/) and, to date, over 13,000
investors have accessed the service.  The joint liquidators will
continue to verify and confirm claims.

Stanford Trust Company Limited (STC) remains in receivership and
is not currently in a position to formally agree claims with its
clients and creditors.  The liquidators of SIB are, however, aware
of the position of STC, and its clients and creditors, and know
that STC's clients' claims will be formally registered with SIB in
due course.

Nigel Hamilton-Smith and Peter Wastell, Client Partners at Vantis
Business Recovery Services, a division of Vantis, the UK
accounting, tax and business advisory group, were appointed as
joint liquidators for Stanford International Bank Limited on April
15, 2009 by an Order of the High Court of Antigua and Barbuda.

Media contacts for Vantis Business Recovery Services:

    Fiona McFadden
    GyroHSR
    +44 (0) 7788 572271
    fiona.mcfadden@gyrohsr.com

    Georgina Swain
    Vantis Press Office
    +44 (0)20 7549 2451
    georgina.swain@vantisplc.com

    Richard Darby/James Strong
    Buchanan Communications
    +44 (0)20 7466 5000
    jamess@buchanan.uk.com

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).  See
http://www.usdoj.gov/criminal/vns


STANFORD GROUP: Receiver Faces Criticism & Possible Removal
-----------------------------------------------------------
Stanford Financial Group receiver, Ralph Janvey, faces heightened
criticism and calls for his removal, Anna Driver at Reuters
reports.  The report relates that Mr. Janvey is being accused by
investors, regulators and politicians of overreaching his
authority and overspending on legal bills and consultants.

According to the report, the U.S. Securities and Exchange
Commission, who recommended Mr. Janvey for the position, now seeks
to limit Mr. Janvey's role in the case, while at least one U.S.
senator wants him booted from the job.  The report relates that
about US$269 million in Robert Allen Stanford's assets has been
recovered and Mr. Janvey has asked U.S. District Judge David
Godbey in Dallas to approve about US$27 million in fees.

As reported in the Troubled Company Reporter-Latin America on
July 30, 2009, Bloomberg News said that Mr. Janvey said he is
seeking to recoup US$925 million tied to certificates of deposit
issued by Stanford International Bank Limited.  The report related
Mr. Janvey expanded an earlier complaint to recover money from
Stanford customers as well as brokers whom allegedly profited from
a multi-billion fraud.  According to the report, the stockbrokers
said they were "innocent victims" and some of them invested their
own money in the bank's certificates.  The report related the
brokers' attorneys told U.S. District Judge David Godbey in Dallas
that "their only sin is that they were duped by Mr. Stanford's
alleged misrepresentations an[d] misdeeds, just like other
Stanford clients that the receiver is charged with protecting."
The report recalled Mr. Janvey, according to the financial
advisers, opposed earlier requests for release of their accounts
even as he reached agreements with other investors whose holdings
were frozen.  Bloomberg News noted the U.S. SEC and John Little, a
lawyer appointed by the court to represent Stanford investors'
interests, previously urged Judge Godbey to prevent Mr. Janvey
from suing about 300 investors to recover more than US$600
million.  The report related both claimed the lawsuits would cost
more than they would recover and would punish people who are
already victims.

Reuters relates that Rose Romero, regional director in the SEC's
Fort Worth office, told investors at the hearing that her office
was exploring ways to limit the scope of the receivership.  The
report relates that Ms. Romero said that the SEC is considering
the possibility of replacing Mr. Janvey as receiver.

Meanwhile, the report notes that U.S. Republican Senator David
Vitte said he plans to write SEC Chairman Mary Schapiro, asking
her to request that Mr. Janvey be replaced with a receiver whose
interests are more aligned with investors.

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).  See
http://www.usdoj.gov/criminal/vns


STAR GAS: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service upgraded Star Gas Partners, L.P.'s
Corporate Family Rating to B2 from B3.  Moody's also upgraded the
partnership's senior unsecured notes rating to B3 from Caa1.  The
outlook is stable.

"The upgrade reflects Star Gas' use of the unusually strong cash
flows from this past heating season to permanently reduce its
long-term debt," commented Pete Speer, Moody's Vice President.
"The partnership also completed the refinancing of its bank
facility, extending that maturity to 2012."

Star Gas' reported EBITDA for the nine months ended June 30, 2009
of $105 million increased by $38 million, or 56% over prior year.
This surge in profitability was primarily driven by the rapid
decline in wholesale heating oil costs during this past heating
season and, to a lesser extent, colder weather.  This rapid
decline in costs allowed Star Gas to capture much higher margins
as it reduced its sales prices at a slower rate.  This cash flow
generation added to the partnership's already substantial cash
balance and allowed Star Gas to opportunistically repurchase
$36.3 million par value of its senior unsecured notes, permanently
reducing the notes outstanding by 20%.  This lower debt burden
will better align with the lower level of base earnings expected
from the business in a more stable fuel oil and weather
environment.

The B2 CFR reflects Star Gas' relatively small assets and earnings
scale and the continued challenges it faces in growing its
customer base through reductions in customer attrition and
acquisitions, offset by lower financial risk.  Even through Star
Gas is the largest distributor of home heating oil in the U.S.,
the market is highly fragmented, price competitive and seasonal.

The stable outlook reflects Moody's expectation that Star Gas will
continue to maintain its conservative leverage and distribution
policies, that it will manage the pace and integration risks of
future acquisitions, and that it will continue to prioritize the
use of its substantial cash balance for acquisitions and debt
reduction and limit its common unit repurchases within the levels
outlined in its recent announcement.

The B3 rating for the $137 million senior unsecured notes due 2013
reflects both the overall probability of default of Star Gas, to
which Moody's assigns a PDR of B2, and a loss given default of LGD
5 (75% changed from 77%).  The $260 million revolving credit
facility (unrated) is senior secured and therefore the notes are
rated one notch beneath the B2 CFR under Moody's Loss Given
Default Methodology.

The last rating action was on September 26, 2007 when Star Gas'
CFR was upgraded to B3 from Caa1 and its senior unsecured notes
ratings were upgraded to Caa1 from Caa3.

Star Gas Partners, L.P., a publicly traded MLP based in Stamford,
CT, distributes home heating oil and provides related services
primarily to residential customers in the New England and Mid-
Atlantic regions of the United States.


STATION CASINOS: Founder Frank Fertitta Jr. Dies at Age 70
----------------------------------------------------------
According to Bloomberg News, Frank J. Fertitta Jr., died at age
70.  He was the founder, chairman, and chief executive officer of
casino operator Station Casinos Inc.

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)


STILLWATER MINING: S&P Affirms 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including its 'B-' corporate credit rating, on Columbus,
Montana-based Stillwater Mining Co.  S&P removed all ratings from
CreditWatch where they were placed with negative implications on
July 9, 2009.  The outlook is negative.

"The affirmation and CreditWatch removal reflect S&P's assessment
that the loss of the palladium & rhodium supply agreement between
General Motors Corp. and Stillwater will have a minimal impact on
Stillwater's profitability and cash flows during the next year,"
said Standard & Poor's credit analyst Maurice Austin.

S&P estimate, based on a palladium price of $270 per ounce and
assuming the company's costs are consistent with second-quarter
2009, that EBITDA would decline by less than $2.0 million for the
remainder of 2009 and by less than $4.0 million for 2010.  S&P
would expect cash flow to decline in a range of $1 million to
$2 million in 2009 and 2010.  S&P currently expect 2009 EBITDA of
around $70 million and $100 million in 2010.

However, the negative outlook reflects S&P's concern that further
deterioration in prices or volumes could hurt the company's
earnings and cash flow.  Moreover, the company's contract with
Ford Motor Co., which currently represents a significant portion
of the company's production, expires in 2010.  If the company were
unable to renew the contract on favorable terms, it would face
selling all of its output on the spot market, increasing
volatility and downside risk.


STINSON PETROLEUM: Court Moves Statement Filing Until September 9
-----------------------------------------------------------------
Hon. Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi extended until Sept. 9, 2009, Stinson
Petroleum Company, Inc.'s time to file the required documents and
statement of financial affairs.

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S. D. Miss.Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, 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.


STINSON PETROLEUM: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Stinson Petroleum Company, Inc., with the U.S. Bankruptcy Court
for the Southern District of Mississippi a list of its largest
unsecured creditors, disclosing:

   Entity                                      Claim Amount
   ------                                      ------------
1. World Fuel Services Inc.                     $1,158,087
    9800 N.W. 41st. Street, Suite 400
    Miami, FL 33178

2. BP Products North America Inc.                $494,726
    3333 Warrenville Rd., 8th Floor
    Office No. 8048
    Lisle, IL 60532

3. Placid Refining Co., LLC                      $198,279
    1940 Louisiana Hwy. 1 North
    Port Allen, LA 70767

4. Bank of Evergreen                             $150,608
    146 W. Front Street
    P.O. Box 270
    Evergreen, AL 36401

5. Marlin Leasing Corp.                           $35,501
    P.O. Box 13604
    Philadelphia, PA 19101

6. Maples Gas Co., Inc.                           $30,838
    P.O. Box 292
    Meridian, MS 39302

7. Transmontaigne Product Services, Inc.           $29,219
    1670 Broadway, Suite 3100
    Denver, CO 80202

8. AICCO, Inc.                                     $14,710
    P.O. Box 200455
    Dallas, TX 75320-0455

9. US Bank                                         $14,142
    Manifest Funding Service
    P.O. Box 790448
    St. Louis, MO 63170-0448

10. Goodway Refining Co.                            $12,178
    4745 Ross Rd.
    Atmore, AL 36502

11. Robert Abney                                     $9,444
    930 Andiron Court
    Stone Mountain, GA 30083

12. R.K. Allen Oil Company                           $5,695
    P.O. Drawer 456
    Talladega, AL 35161

13. Conway Diesel Service                            $4,489
    100 Conway lane
    Evergreen, AL

14. North American Ins.                               $4,248
    P.O. Box 30508
    Tampa, FL 33630

15. Advanta Bank Corp.                                $3,186
    P.O. Box 8088
    Philadelphia, PA 19101-8088

16. United Healthcare Ins. Co.                         $3,174
    Dept. CH 10151
    Palatine, IL 60055-0151

17. Rental All of Laurel                               $3,082
    1518 Bush Dairy Road
    Laurel, MS 39440

18. Boots Smith Trucking, Inc.                         $2,706
    P.O. Drawer 1987
    Laurel, MS 39441

19. Herzog Accounting Ser.                             $2,058
    P.O. Box 17986
    Hattiesburg, MS 39404

20. Alltell                                            $1,957
    P.O. Box 530533
    Atlanta, GA 30353-0533

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S. D. Miss.Case No. 09-
51663).  Harris Jernigan & Geno, PPLC, 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.


STINSON PETROLEUM: Section 341(a) Meeting Scheduled for October 2
-----------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Stinson Petroleum Company, Inc.'s Chapter 11 case on Oct. 2,
2009, at 1:30 p.m.  The meeting will be held at William Colmer
Federal Building, 701 North Main Street, Room 101, Hattiesburg,
Mississippi.

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.

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, 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.


STINSON PETROLEUM: Taps Harris Jernigan as Bankruptcy Counsel
-------------------------------------------------------------
Hon. Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi authorized Stinson Petroleum Company,
Inc., to employ Harris Jernigan & Geno, PPLC as counsel.

Harris Jernigan is expected to, among other things:

   -- advise and consult the Debtor-in-possession regarding
      questions arising from certain contract negotiations which
      will occur during the operation of business;

   -- evaluate and attack claims of various creditors who may
      assert security interests in the assets and who may seek to
      disturb the continued operation of the business; and

   -- appear in, prosecute, or defend suits and proceedings, and
      take all necessary and proper steps and other matters and
      things involved in or connected with the affairs of the
      estate of the Debtor.

The hourly rates of the firm's personnel are:

     Craig M. Geno                  $300
     Jeffrey K. Tyree               $250
     Melanie T. Vardaman            $225
     Paralegal/Legal Assistants      $85

Ms. Vardaman told the Court that the firm received a $36,039
retainer.

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

Ms. Vardaman can be reached at:

     Harris Jernigan & Geno, PPLC
     P.O. Box 3380
     Ridgeland, MS 39158-3380
     Tel: (601) 427-0048
     Fax: (601) 427-0050

The Bankruptcy Court has also authorized the Debtor to employ
Angela T. Herzog as accountant and Kevin Adams and the Jabez
Group, LLC, as its third party analyst.

               About Stinson Petroleum Company, Inc.

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09-
51663).  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.


SUN-TIMES MEDIA: Uses Up Another $3.8MM in Cash in July 2009
------------------------------------------------------------
Sun-Times Media Group Inc. has burned through another $3.8 million
in cash in July 2009, leaving just $19.3 million in cash, court
documents say.

Citing restructuring expert Bill Brandt, Michael Oneal at Chicago
Tribune relates that Sun-Times Media is now close to becoming
"administratively insolvent," where cash is insufficient to cover
severance and other shutdown costs.  The Tribune says that Mr.
Brandt's calculation includes millions in accrued professional
fees from the bankruptcy case that have yet to be accounted for
publicly.

According to The Tribune, Sun-Times Media Chairperson Jeremy
Halbreich admitted on Friday that cash is running perilously low,
but he insisted that he is near to cutting a deal with a suitor
willing to save the Company.  The Tribune states that Mr.
Halbreich has been negotiating with several potential buyers,
including a group led by Mesirow Financial Holdings Inc.
chairperson Jim Tyree.

Buyers are more focused on Sun-Times Media's improved cost
structure than its total cash balance, The Tribune relates, citing
Mr. Halbreich.

Mr. Brandt, according to The Tribune, said that Sun-Times Media is
still burning cash operationally, and buyers have to worry about
the structural shifts in the advertising market that have
plundered revenues for newspaper companies.

           Prez Nominated to Suburban Newspapers Board

Sun-Times Media President and Chief Operating Officer Rick
Surkamer was nominated to and endorsed by the Suburban Newspapers
of America Board of Directors.  The full SNA membership will
officially vote on his nomination on September 23, 2009, and upon
successful completion of that vote, he will become a Director on
the Board.

Mr. Surkamer, 56, has served as the Chief Operating Officer of the
Sun-Times News Group since September 2007 and was named President
in February 2009.  Mr. Surkamer joined the Company in January 2007
as Vice President of Operations.  Prior to joining the Sun-Times
News Group, Mr. Surkamer was President and Chief Operating Officer
of Rollex Corp., a manufacturer and distributor of building
products based in Elk Grove Village, Illinois.  Mr. Surkamer began
his career in newspapers with the Chicago Tribune, where he held a
variety of managerial positions in circulation, distribution and
production.

Mr. Surkamer has served on numerous boards, including the Illinois
Alliance for Manufacturing; the Economic Development Council of
the Illinois Chamber of Commerce as a Founding Chair and Member;
and the International Newspaper Group as past Chairman.

                     About Sun-Times Media

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.


SUNRA COFFEE: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sunra Coffee LLC, a Hawaii limited liability company
           aka Royal Hualalai Gardens
           aka Sunra Kona Coffee LLC
           aka Royal Kamehameha Gardens
        75-1028 Keopu Mauka Drive, #3
        Holualoa, HI 96725

Case No.: 09-01909

Type of Business: The Debtor operates a coffee shop.

Chapter 11 Petition Date: August 21, 2009

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Bankruptcy Judge Robert J. Faris

Debtor's Counsel: Don Jeffrey Gelber, Esq.
            Gelber Gelber & Ingersoll
            745 Fort Street, Suite 1400
            Honolulu, HI 96813
            Tel: (808) 524-0155
            Fax: (808) 531-6963
            Email: d.j.gelber@gelberlawyers.com

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

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

The petition was signed by Toshio Masuda, the company's member and
manager.

Debtor's List of 22 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Takano Nakamura Landscaping    landscaping goods      $250,420
c/o Neal K. Aoki, Esq.         and services
1003 Bishop Street
Suite 2600
Honolulu, HI 96813

The Maintenance Group LLC      landscaping and        $104,949
                               maintenance services

E.M. Rivera and Sons, Inc.     construction services  $93,458

Director of Finance            real property taxes    $88,963
County of Hawaii, Real
Property Tax

Jamaica Standard Products      coffee plantation      $60,370
Co. Ltd.                       management

Jung & Vassar, P.C.            legal services         $25,381
Attention: Francis L. Jung, Esq.

Taryn R. Schuman CPA Inc.      accounting services    $19,217

Agro Resources, Inc.           agricultural services  $19,119

Beylik Drilling & Pump         equipment purchase     $13,025
Service, Inc.                  and water system repair

Nakasato Contracting, LLC      construction services  $10,000

Wes Thomas & Associates, Inc.  surveying services     $9,613

Laulima Nursery                landscape maintenance  $5,773
c/o Hualalai Kona Coffee
Co. Ltd.

Leleiwi Electric Inc.          water system           $5,400
                               contractor

Barrett, Todd W.               consultant services    $3,561
c/o Island Land Co.

All Hawaii Water Treatment     water management       $3,125
                               services

Mountain Thunder Coffee        coffee purchase        $2,907
Plantation Int'l Inc.

Yuen, Kenn Q.                  consultant services    $1,679

MacDonald Rudy Byrns O'Neill   legal services         $1,508
& Yamauchi LLP

Black Label Construction       construction services  $406

RevaComm, Inc.                 website services       $375

Hawaiian Telcom                utility services       $323

The Kona Coffee & Tea          trade debt             $100
Company, Inc.


T MUTHU KUMAR: Section 341(a) Meeting Scheduled for September 16
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in T Muthu Kumar's Chapter 11 case on Sept. 16, 2009, at
10:00 a.m.  The meeting will be held at 411 W Fourth St., Room
1-159, Santa Ana, California.

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.

San Clemente, California-based T Muthu Kumar dba Himalaya and
Himalaya Consulting filed for Chapter 11 on Aug. 5, 2009 (Bankr.
C.D. Calif. Case No. 09-18043).  Jeffrey S. Benice, Esq.,
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.


TAYLOR BEAN: Files for Chapter 11; Neil Luria Named CRO
-------------------------------------------------------
Taylor, Bean & Whitaker Mortgage Corp. has filed for relief under
Chapter 11 of the U.S. Bankruptcy Code.  The Company said in an
August 24 statement that the filing follows a series of events in
recent weeks that have crippled its business operation.

On August 3, 2009, the Federal Housing Administration suspended
Taylor Bean's authority to issue FHA-insured loans, which was
immediately followed by notices from the Government National
Mortgage Association (Ginnie Mae) and the Federal Home Loan
Mortgage Corporation (Freddie Mac) suspending Taylor Bean as an
issuer of mortgage-backed securities and mortgage seller/servicer.
These agencies immediately transferred servicing from Taylor Bean
to other providers.

Taylor Bean appealed the Freddie Mac termination and intends to
appeal the HUD and Ginnie Mae terminations later this month, but
has no way to continue normal business operations in the interim.
Therefore, the Company was forced to abruptly lay off about 2,000
employees on August 5, 2009.

The Company believes that these events are related to various
investigations surrounding the failure of Colonial Bank, which for
years was Taylor Bean's primary bank.  On or about August 6, 2009,
approximately 100 Taylor Bean bank accounts were frozen by
Colonial Bank.  This action created myriad problems in processing
borrower payments and making payments on their behalf - such as
homeowner's insurance premiums and real estate taxes.

Taylor Bean is currently in discussions with the FDIC, the
receiver for Colonial, in hopes that this circumstance can be
remedied immediately and so that individual borrowers are not
affected further by Taylor Bean's inability to access its Colonial
bank accounts.

These events also resulted in the issuance of cease and desist
orders and other administrative proceedings by numerous state
regulators.  Taylor Bean has been in ongoing discussions with
these regulators since early August and hopes that these can be
resolved in the near future.

As a result of these events and the impact on Taylor Bean's
business operation, the company today filed for Chapter 11. Under
Chapter 11, Taylor Bean will operate on a scaled-down basis and
begin the work of recovering, restructuring and possibly
liquidating its assets.  The Chapter 11 case will be administered
before the United States Bankruptcy Court in Jacksonville.

Taylor Bean also announced that the business will be directed by
two newly appointed independent directors: Bill Maloney and Bruce
Layman, both of whom have extensive experience in restructuring
distressed businesses. This new board has appointed Neil Luria of
Navigant Capital Advisors as Chief Restructuring Officer. The
company's previous board and management team worked closely with
the Office of Thrift Supervision to obtain expedited, conditional
approval of Messrs. Maloney, Layman and Luria.

"This is a very complicated business, and the speed of its
collapse has been stunning," said Mr. Luria. "We are very
appreciative of the efforts of the members of management and other
company employees, along with a large team of professionals, who
have worked tirelessly under very stressful circumstances to make
today's filing possible. Much remains to be done, but we are
committed to creating and realizing the value of the company's
assets."

                   About Taylor, Bean & Whitaker

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately $80
billion.  The company employed more that 2,000 people in offices
located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TAYLOR BEAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Taylor, Bean & Whitaker Mortgage Corp.
        315 N.E. 14th St.
        Ocala, FL 34470

Bankruptcy Case No.: 09-07047

Type of Business: The Debtor is a mortgage banker.
                  See https://www.taylorbean.com/

Chapter 11 Petition Date: August 24, 2009

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  epeterson.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229- 0144
                  Fax: (813) 229-1811

Debtor's
Special Counsel:  Troutman Sanders LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174-0700
                  Tel: (212) 704-6000
                  Fax: (212) 704-6288

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

Estimated Assets: More than $1 Billion

Estimated Debts: More than $1 Billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Deutsche Bank Securities Inc.                    $42,000,000
60 Wall St., 19th Floor
New York, NY 1005

James G. Hicks                                   $9,000,000
950 Grayson Highway
Lawrenceville, GA 30045

RBC Capital Markets                              $2,238,750
One Liberty Plaza
165 Broadway
New York, NY 1006-1404

Cadwalader, Wickersham & Taft                    $1,468,123
General Post Office
PO Box 5929
New York, NY 10087-5929

Locke Lord Bissell & Liddell LP                  $1,399,960
111 S. Wacker Drive
Chicago, IL 60606-4410

Sam Solutions                                    $586,208
11511 Abercon Box 285
Savannah, GA 31419

NDS USA LLC                                      $428,575

McKenna Long & Aldridge LLP                      $424,333

First American Corelogic                         $392,063

LandAmerica Tax and Food                         $385,469

First National Bank of Layton                    $383,719

First American Real Estate Tax                   $286,746
Service

AT&T Universal Biller                            $237,981

First American                                   $235,008

Wright Express Financial                         $211,119

American International Company                   $204,832

Lamb & Browne                                    $203,769

Hadlock Title Services Inc.                      $199,747

Dimension Data                                   $184,314

Fidelity National Title                          $163,172

The petition was signed by Neil F. Luria, chief restructuring
officer.


TAYLOR CAPITAL: Fitch Downgrades Issuer Default Rating to 'B-'
--------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of Taylor Capital Group and Cole Taylor Bank to 'B-' and 'B',
respectively.  The ratings remain on Rating Watch Negative.

Fitch's downgrade of TAYC and its subsidiaries primarily reflect
its scarce common equity position, increasing losses in its loan
book, and a weak parent company liquidity profile.  This is
primarily reflected in TAYC's low ratio of tangible common equity
to tangible assets which dropped to 2.5% on June 30, 2009 given
continuing levels of elevated credit costs.  While regulatory
capital ratios incorporate the benefit of preferred issuances in
third quarter-2008 (3Q'08) and 4Q'08, TAYC's common equity is
considered weak, and does not provide an adequate cushion against
rising loan losses, absent further capital raises.

Nonperforming assets have been relatively stable over the past
several quarters; however, the severity of loss increased
dramatically in 2Q'09 with net charge-offs at nearly 5%.
Additional losses and high loan loss provisioning needs over the
near-term will further pressure the company's regulatory and other
capital measures.

The lower rating for the holding company relative to the bank
highlights Fitch's view that the more acute challenges are present
at the holding company level.  With no bank dividend capacity in
the foreseeable future and the potential need to downstream
capital to the subsidiary, parent company finances remain weak.
Underlying the rating action on the preferred level instruments,
TAYC faces an increased likelihood of deferral given the potential
need to downstream capital.

Fitch assigns Recovery Ratings (RR) to individual security issues
where the IDR of the issuer is rated in the 'B' or below category.
As such, Fitch has assigned a Recovery Rating of 'RR3' to the
uninsured long-term deposits of Cole Taylor Bank, which implies a
recovery between 51%-70% on these instruments in the event of
failure or default by the issuer, and a 'RR6' to the preferred and
trust preferred securities, which implies recovery between 0%-10%.

TAYC is a $4.5 billion banking company headquartered in Rosemont,
IL.  TAYC provides a range of traditional commercial and consumer
banking services, primarily focusing on closely-held businesses in
the Chicago metropolitan area.  Through its subsidiary, Cole
Taylor Bank, the company operates nine branches throughout the
Chicago area.

Fitch has downgraded these ratings, which remain on Rating Watch
Negative:

Taylor Capital Group, Inc.

  -- Long-term Issuer Default Rating to 'B-' from 'BB-';
  -- Individual to 'D/E' from 'D';
  -- Preferred stock to 'CC/RR6' from 'B'.

Cole Taylor Bank

  -- Long-term IDR to 'B' from 'BB';
  -- Individual to 'D' from 'C/D';
  -- Long-term deposits to 'B+/RR3' from 'BB+'.

TAYC Capital Trust I

  -- Preferred stock to 'CC/RR6' from 'B'.

Fitch has placed these ratings on Rating Watch Negative:

Taylor Capital Group, Inc.

  -- Short-term IDR 'B'.

Cole Taylor Bank

  -- Short-term IDR 'B'.

These ratings are unchanged:

Taylor Capital Group, Inc.

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

Cole Taylor Bank

  -- Short-term deposits 'B';
  -- Support Rating '5';
  -- Support Floor 'NF'.


TENNECO INC: Fitch Affirms 'B-' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has taken these ratings actions on certain U.S.
auto suppliers:

American Axle

  -- Issuer Default Rating is affirmed at 'CCC', removed from
     Rating Watch Negative and assigned a Stable Outlook;

ArvinMeritor

  -- IDR 'CCC' remains on Rating Watch Negative;

Tenneco

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook;

TRW Automotive

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook.

The rating action concludes the Rating Watch that was initiated on
Dec. 11, 2008, due to concerns about possible bankruptcies by
General Motors and Chrysler LLC; following the bankruptcies by the
two automakers, the Rating Watch remained in effect due to
concerns about post-bankruptcy vehicle volumes at GM and Chrysler.
ArvinMeritor remains on Rating Watch Negative for separate
matters.  Both GM and Chrysler emerged from Chapter 11 and the
extended production shutdowns are complete.  Furthermore, the auto
supply base has not faced serious disruptions despite some
bankruptcies such as Hayes-Lemmerz International, Lear
Corporation, Metaldyne Corp. and Visteon Corp.  While the Rating
Watch has been removed, Fitch views the global automotive
environment as challenging in the near term and on a longer term
basis, the suppliers should benefit from the significant
restructuring actions taken before and during the global
automotive slump.

Fitch continues to believe that North American vehicle sales
volumes will improve in the second half of 2009 versus the first
half of the year.  Drivers for the modest improvements against the
first half are the government's 'Cash for Clunkers' program which
is nearly completed; aggressive vehicle pricing; consumers' access
to vehicle financing which was difficult to obtain in the early
part of 2009; and a reduction in dealer inventories.  With higher
production volumes, auto suppliers will be using cash for working
capital needs in the second half of the year, and Fitch expects
most suppliers should have adequate liquidity while production
ramps up.  Fitch believes this to be the case given that many
suppliers have amended financial covenants to ensure access to
revolving credit facilities.  American Axle is currently trying to
obtain covenant relief as well as other modifications to its
credit agreement to ensure its access to liquidity as discussed
below.

Looking ahead to 2010, Fitch continues to see gains in vehicle
sales in North America which should enable the suppliers to gain
operating efficiencies; in Europe vehicle sales are likely to
decline.  Fitch expects to see free cash flow to be negative for
many suppliers; it may be another year in which many suppliers
restrict capital expenditures.  Balance sheets for the auto
suppliers are likely to remain damaged for some time.

                           American Axle

Fitch has removed the 'CCC' IDR from Rating Watch Negative and
assigned a Stable Outlook to American Axle.  The actions are based
on Fitch's expectation that the company will succeed in finalizing
two key related items: 1) an agreement with GM; and 2) an
amendment with lenders.  Both will need to occur to ensure that
the company maintains access to liquidity.  If both are completed,
the company will receive a one-time payment of $110 million from
GM.  Furthermore, GM will offer American Axle a $100 million
delayed-draw second lien term loan which extends through 2013 and
American Axle can also receive expedited payments through the end
of 2013.  In return, American Axle will offer warrants to GM which
will be up to 19.9% of its common shares (7.4% initially and up to
an additional 12.4% if American Axle draws on the second lien term
loan); it will also agree to an access and security agreement.

These two items are expected to be completed by the end of August
given that American Axle has received a second extension to its
waiver and amendment which extends through Aug. 31, 2009.  Fitch
expects that lenders would be willing to consent to modifications
to the credit agreement.

As of June 30, 2009, American Axle's liquidity was $285 million
consisting of $284 million in cash and equivalents and $1 million
of availability on its revolving credit facility.  The company was
not in compliance with covenants as of June 30 and as a result, it
drew down nearly all of the revolver.  The secured revolver
provides commitments of $476.9 million through April 2010.  After
that, the commitment is reduced to $369.4 million and expires in
December 2011.  Aside from the reduction in the size of the
revolver in 2010 and its final maturity in 2011, American Axle
does not have any debt maturities until its $250 million term loan
is due in 2012.

Fitch projects that American Axle will not generate free cash flow
in 2009 following the negative free cash flow of $322 million in
2008, despite significant improvement and flexibility to its fixed
cost structure.  Capital expenditures are expected to be
$140 million - $150 million, which would be flat to slightly
higher than the $140 million spent in 2008.  Dividends were
suspended in January 2009 and cost-cutting efforts were made
before and during the global automotive slump.

Additional headwinds will come from the company's need to make
pension and other retirement plan contributions in 2009.  At the
end of 2008, American Axle's pension plan was 55% funded, or
$255 million underfunded.  The company expects funding
requirements to be $20 million in 2009.  Other post-retirement
obligations are expected to require $15 million of funding.

                           ArvinMeritor

ArvinMeritor's 'CCC' rating remains on Rating Watch Negative given
Fitch's view that the company continues to face significant risks
in its ability to execute the divestiture of the remaining assets
in the light vehicle segment which have been a significant use of
cash, the potential need for an amendment for covenant relief for
the quarter ending Sept. 30, 2009, and ongoing weakness in truck
demand in Europe.  Fitch notes that ArvinMeritor has made some
progress divesting assets in the light vehicle segment but
concerns remain about shedding the rest of the assets given the
cash burn from the segment and the company's potential for needing
an amendment.

Fitch expects that operating losses and restructuring costs will
produce negative cash flows in 2009.  Liquidity as of June 30,
2009 was $532 million consisting of $456 million of availability
on the credit facility and $76 million of cash.  ArvinMeritor has
indicated that it requires $75 million to $100 million of
liquidity for operations, and Fitch believes that even if this
estimate proves to be conservative, ArvinMeritor's liquidity
should be adequate for the near term provided lenders grant
covenant relief on the credit agreement, if required.

ArvinMeritor has no debt maturities until the bank agreement
matures in 2011 and the company's pension is moderately
underfunded in dollar terms.  At the end of the last measurement
date (June 30, 2008), it was underfunded by $115 million (or 7%).
Given the performance of the equity markets since then, Fitch
expects to see the underfunded status increase, which could
require incremental contributions over the next several years.

                             Tenneco

The company's IDR of 'B-' has been removed from Rating Watch
Negative and a Stable Outlook has been assigned.  Fitch believes
that the company has appropriate covenants for the challenging
automotive environment, a diverse product offering and geographic
distribution.  In 2008, the company received approximately 20% of
its revenues from GM and 2% from Chrysler.  Like other suppliers,
Tenneco felt the impact of the extended production shutdowns;
however, with the production restarts at the auto makers and
Tenneco's restructuring efforts, profits should improve in the
second half of 2009 versus the first half.

Liquidity as of June 30, 2009 was $444 million consisting of
$333 million of availability on its credit facility and cash of
$111 million.  Liquidity excludes availability on the U.S accounts
receivable program as well as the European accounts receivable
programs, some of which can be canceled with 30 days notice.
Furthermore, Tenneco once again can use receivables from GM and
Chrysler in its $100 million U.S. accounts receivable program;
this facility extends through February 2010.  Importantly, the
company does not have any significant debt maturities until 2012
when $700 million of the $830 million of the credit facility
expires.  Tenneco has a $249 million underfunded pension plan,
which due to losses in the equity and fixed income markets in
2008, is likely to require incremental contributions over the near
term.  At the end of 2008, the pension plan's funding status was
59%.

                          TRW Automotive

Fitch has affirmed the 'B-' rating and removed the Rating Watch
Negative.  A Stable Outlook has also been assigned.  The actions
reflect improved operating performance, the recent equity
issuance, a credit agreement amendment, and significant liquidity.
In 2008, GM and Chrysler accounted for 13.5% and 9.6%,
respectively, of TRW's sales globally in 2008.  TRW recently
raised equity and net proceeds were $269 million, all of which was
earmarked for debt reduction.  One-third of the net proceeds, or
$89 million, was used to reduce the term loans while the balance
was used to lower borrowings on the revolving credit facility.

Liquidity at the end of the recent quarter was $1,476 million
consisting of $905 million of credit facility availability and
$571 million of cash.  In June 2009, the company's credit
agreement was amended and its financial covenants were reset for
the more challenging automotive environment.  Despite the
termination of the U.S. accounts receivables securitization
facility, a net decrease in European factoring facilities, and
Fitch's expectation for negative cash flow in 2009, Fitch
estimates that the company's liquidity profile should be
sufficient over the near term.

TRW has no near-term debt maturities and the revolver extends
through 2012.  The company's $600 million Term Loan A has required
amortization of $54 million in 2010, $120 million in 2011,
$225 million in 2012 and $150 million in 2013.  TRW's $500 million
Term Loan B also amortizes and requires payments of $2.75 million
in 2009 and $0.5 million a year until the final payment in 2014.

For more details on the auto suppliers, please see Fitch's report
'Liquidity Focus: U.S. Auto Suppliers', dated June 9, 2009.
Readers should note that since that publication date, TRW
Automotive was downgrade by one notch as noted in the TRW
Automotive press release dated June 30, 2009.

Fitch affirms these ratings:

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-/RR3';
  -- Senior unsecured notes 'C/RR6';
  -- Outlook Stable.

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC';
  -- Outlook Stable.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+/RR2';
  -- Senior secured second lien notes 'CC/RR6';
  -- Senior unsecured notes to 'CC/RR6';
  -- Subordinated notes 'CC/RR6';
  -- Outlook Stable.

TRW Automotive Holdings Corp.

  -- IDR 'B-;
  -- Outlook Stable.

TRW Automotive, Inc.

  -- IDR 'B-';
  -- Secured bank facility 'B+/RR2';
  -- Senior unsecured notes 'CC/RR6';
  -- Outlook Stable.

This rating remains on Rating Watch Negative:

ArvinMeritor

  -- IDR 'CCC' and on Rating Watch Negative;
  -- Secured 'B/RR1';
  -- Senior unsecured 'CC/RR5'.


THELEN LLP: Settles Schiff Hardin Contract Suit for $1.12-Mil.
--------------------------------------------------------------
Nate Raymond at New York Law Journal reports that Thelen LLP has
agreed to a $1.12 million judgment favoring Schiff Hardin to
settle a lawsuit on their sublease contract.

Law Journal notes that Schiff Hardin isn't likely to see the money
anytime soon, as Thelen's accounts receivable are increasingly
growing stale and it still owes millions of dollars to Citigroup
Inc., its secured lender.  Law Journal states that the settlement
also suggested Thelen's possible bankruptcy filing, which will put
Schiff Hardin in competition with other unsecured creditors for
what is left.

Law Journal quoted Steven Blum at Blum Collins, who represents
Thelen employees in class actions against the firm, as saying, "I
would expect Thelen to file for bankruptcy within 89 days of any
significant judgment or award.  About a month from now you would
expect Thelen to file for Chapter 11.  That's our expectation."

Schiff Hardin said in court documents that it signed a four-year
agreement in 2007 with Thelen to sublease up to three floors at
900 Third Avenue, a space that had housed Brown Raysman Millstein
Felder & Steiner before that firm merged with Thelen Reid & Priest
in 2006.

Citing Schiff Hardin, Law Journal relates that when partners at
Thelen voted to dissolve the Company in December 2008, it missed
its last rent payment to its landlord -- the Paramount Group Inc.
-- and defaulted on its lease for the floors at 900 Third that
Schiff Hardin was subleasing.  Schiff Hardin, the report states,
said that to keep the space, it was forced to enter into a new
lease with Paramount that carried higher costs.  Additional cost
over those in the Thelen sublease agreement was at $1.43 million,
the report says, citing Schiff Hardin, which asked the Manhattan
Supreme Court to order Thelen to make up the difference.

According to Law Journal, Thelen initially denied the accusations,
saying that Schiff Hardin had failed to state a claim under which
the court could grant relief, until the Company and Schiff Hardin
agreed to settle on July 27.

Schiff Hardin partner Carl Oberdier, in a letter dated August 3,
asked Judicial Hearing Office Ira Gammerman to enter judgment "as
soon as practicable," Law Journal reports.  Law Journal relates
that the court entered judgment on August 18.

Law Journal notes that by obtaining a judgment, Schiff Hardin was
able to fix the dollar amount of its claim before Thelen files for
bankruptcy, but still remains an unsecured creditor.

Peter Gilhuly at Latham & Watkins advises Thelen in its wind-down,
Law Journal reports.

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.


THOMAS ACI: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Thomas M. Aci
        25063 Shady Glen Court
        Stevenson Ranch, CA 91381

Bankruptcy Case No.: 09-20839

Chapter 11 Petition Date: August 21, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Louis J. Esbin, Esq.
                  27201 Tourney Rd., Suite 122
                  Valencia, CA 91355-1804
                  Tel: (661) 254-5050
                  Fax: (661) 254-5252
                  Email: Esbinlaw@sbcglobal.net

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

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

A full-text copy of Mr. Aci's petition, including a list of his 20
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-20839.pdf

The petition was signed by Mr. Aci.


TIPJOY INC: Won't Pursue Funding, Shuts Down Operations
-------------------------------------------------------
Ty McMahan posted at The Wall Street Journal blog Venture Capital
Dispatch that Tipjoy Inc. said that it is shutting down its
operation.

Tipjoy CEO Abby Kirigin said on the Company Web site that the
Company decided against pursuing additional funding.  The Dispatch
quoted Ms. Kirigin as saying, "After a long and hard look at the
market and the situation, we didn't feel it made sense."

According to The Dispatch, Betaworks led Tipjoy's $1 million
Series A funding with participation from David Shen Ventures LLC,
Accelerator Group, and individual investors that included former
Google Inc. executive Chris Sacca.

The Dispatch states that Tipjoy users can still log in, cash out
funds, and download their transaction history, but other
functionality is turned off.

Tipjoy Inc. is based in Cambridge, Massachusetts.  It was launched
early in 2008 to become the Internet's tip jar for digital
content.  Tipjoy creates an easy way for consumers to give money
for good digital content.  Users add a Tipjoy widget to their
site, which enabled consumers of that content to contribute money.
Tipjoy took a 3% cut of the payment amount.


TISHMAN SPEYER: S&P Downgrades Corporate Credit Rating to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tishman Speyer Real Estate D.C. Area Portfolio L.P. to
'D' from 'CCC'.  At the same time, S&P lowered all other TSDC-
related credit ratings, affecting $570 million in secured debt.
S&P's '4' recovery rating on the secured debt remains unchanged.

"The rating actions reflect TSDC's failure to pay interest due on
July 22, 2009, and its subsequent failure to cure the payment
default within the permitted grace period," said Standard & Poor's
credit analyst Linda Phelps.

Although no formal forbearance agreement is currently in place,
the lenders have not demanded payment of the principal balance as
a result of the interest payment default; negotiations to modify
the current credit agreement, as part of a near-term
recapitalization plan, continue.

In particular, S&P believes the partnership's ability to comply
with current financial covenants beyond the end of 2009 is in
jeopardy.  In S&P's view, a meaningful infusion of additional
equity capital into the partnership will be necessary as part of
the recapitalization.


TRIBUNE CO: Sale to Rickets to Net $740MM Cash + 5% Stake in Cubs
-----------------------------------------------------------------
Tribune Co. and a non-debtor affiliate submitted before the
Bankruptcy Court a motion to sell the Chicago Cubs baseball team
to the family of TD Ameritrade Holding Corp. founder Joe Ricketts,
saying the sale will bring $740 million in cash to creditors.

The National League Ball Club, LLC, Tribune's non-debtor affiliate
directly owning the Cubs, will file for Chapter 11 as soon as the
Bankruptcy Court approves Tribune's proposal and in order to
effectuate the sale.

The filing follows last week's announcement that the more-than
100-year-old team would be bought by the Rickets for $845 million.

According to the Court filing, the parties have agreed that the
Cubs has enterprise value of $844,7400,000.  However, after
adjustments are made, Tribune will receive $740 million in cash,
plus a 5% stake in the Cubs.  The money and the Cubs stake would
be used to repay creditors owed as much as $13 billion.

The specific assets comprising the Cubs Business are extensive,
but include in material part: (i) the Chicago Cubs Major League
Baseball franchise; (ii) Wrigley Field; (iii) the 25.34% interest
in CSN Chicago currently owned directly by Tribune Sports Network
Holdings, LLC, one of the Cubs Entities, and indirectly owned by
Tribune; (iv) various parcels of real property owned by the Cubs
Entities located on the north side of Chicago near Wrigley Field
(including the so-called "Triangle Property"), most of which
consist of parking lots used for game-day parking for Cubs
baseball games; (v) intellectual property owned by the Cubs
Entities; (vi) certain partial ownership interests in various
entities that in large part comprise the business of Major League
Baseball; (vii) all goodwill relating to the Cubs Business; (viii)
accounts receivable other than those specifically being retained
by the Cubs Entities; and (ix) other day-to-day assets used by the
Cubs Entities in operating the Cubs Business.

Tribune acknowledges that the transfer of the Cubs team requires
approval by Major League Baseball, an unincorporated association
of 30 member clubs in North America.  Any proposed relocation or
ownership transfer of a MLB club (other than certain intra-family
ownership transfers, which require the approval of a majority of
all MLB clubs) requires the approval of three-quarters of all MLB
clubs.  Tribune has submitted the proposed sale for review and
approval to MLB and hopes that such approval will be obtained
prior to the sale hearing.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRONOX INC: Stipulation Resolving Dunn-Edwards Pact Dispute
-----------------------------------------------------------
Debtor Tronox LLC and Dunn-Edwards Corporation are parties to a
TiO2 Pigment Supply Agreement dated June 1, 2006.  The Parties
had a dispute arising from or related to the Supply Contract.
Dunn-Edwards took certain actions in respect of the Supply
Contract.

Tronox advised Dunn-Edwards that, absent approval by the Court,
it considered Dunn-Edwards' acts to be in violation of the
automatic stay under Section 362 of the Bankruptcy Code.

Dunn-Edwards advised Tronox that it would soon be filing a motion
with the Court in respect of the Dispute and asked the
opportunity to meet and confer prior to the filing.  Counsel for
the Parties conferred, discussed the Parties' respective
positions, and agreed that the filing of a motion should be
deferred for a short period of time to allow business
representatives from the Parties to attempt to resolve the
Dispute consensually.  In light of the time, uncertainty and cost
of litigation, the parties opt to settle and compromise the
Dispute and modify the Supply Contract.

Accordingly, the parties entered into a stipulation agreeing to
modify the provisions of the Supply Contract.

The parties agree that the modification of the Supply Contract
will not constitute or be deemed to constitute an assumption of
the Supply Contract, and that Tronox expressly reserves all
rights to assume or reject the Supply Contract.  The Supply
Contract, however, will only be assumed or rejected subject to
the Amendment to which the Stipulation relates.

Without limiting any other rights or remedies of Dunn-Edwards, in
the event that Dunn-Edwards is able to prove a breach of Tronox's
obligation to supply the required quantities of TiO2, any damages
awarded Dunn-Edwards arising from or relating to the breach by
Tronox in respect of a purchase order issued by Dunn-Edwards and
accepted by Tronox will be deemed an administrative expense under
Section 503(b)(1) without regard to whether the Supply Contract,
as amended, is assumed or rejected by Tronox.  No party-in-
interest will have the right to object to, subordinate,
reclassify, challenge or reconsider any administrative expense
claim allowed.

The modifications to the Supply Contract are confidential and are
not attached to the Stipulation.  Terms of the settlement were
shared with the Court, the U.S. Trustee, advisors to Tronox's
secured lenders, advisors to the Creditors' Committee and counsel
to the Equity Committee.

The Parties ask the Court to approve the Stipulation.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRW AUTOMOTIVE: Fitch Affirms 'B-' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has taken these ratings actions on certain U.S.
auto suppliers:

American Axle

  -- Issuer Default Rating is affirmed at 'CCC', removed from
     Rating Watch Negative and assigned a Stable Outlook;

ArvinMeritor

  -- IDR 'CCC' remains on Rating Watch Negative;

Tenneco

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook;

TRW Automotive

  -- IDR is affirmed at 'B-', removed from Rating Watch Negative
     and assigned a Stable Outlook.

The rating action concludes the Rating Watch that was initiated on
Dec. 11, 2008, due to concerns about possible bankruptcies by
General Motors and Chrysler LLC; following the bankruptcies by the
two automakers, the Rating Watch remained in effect due to
concerns about post-bankruptcy vehicle volumes at GM and Chrysler.
ArvinMeritor remains on Rating Watch Negative for separate
matters.  Both GM and Chrysler emerged from Chapter 11 and the
extended production shutdowns are complete.  Furthermore, the auto
supply base has not faced serious disruptions despite some
bankruptcies such as Hayes-Lemmerz International, Lear
Corporation, Metaldyne Corp. and Visteon Corp.  While the Rating
Watch has been removed, Fitch views the global automotive
environment as challenging in the near term and on a longer term
basis, the suppliers should benefit from the significant
restructuring actions taken before and during the global
automotive slump.

Fitch continues to believe that North American vehicle sales
volumes will improve in the second half of 2009 versus the first
half of the year.  Drivers for the modest improvements against the
first half are the government's 'Cash for Clunkers' program which
is nearly completed; aggressive vehicle pricing; consumers' access
to vehicle financing which was difficult to obtain in the early
part of 2009; and a reduction in dealer inventories.  With higher
production volumes, auto suppliers will be using cash for working
capital needs in the second half of the year, and Fitch expects
most suppliers should have adequate liquidity while production
ramps up.  Fitch believes this to be the case given that many
suppliers have amended financial covenants to ensure access to
revolving credit facilities.  American Axle is currently trying to
obtain covenant relief as well as other modifications to its
credit agreement to ensure its access to liquidity as discussed
below.

Looking ahead to 2010, Fitch continues to see gains in vehicle
sales in North America which should enable the suppliers to gain
operating efficiencies; in Europe vehicle sales are likely to
decline.  Fitch expects to see free cash flow to be negative for
many suppliers; it may be another year in which many suppliers
restrict capital expenditures.  Balance sheets for the auto
suppliers are likely to remain damaged for some time.

                           American Axle

Fitch has removed the 'CCC' IDR from Rating Watch Negative and
assigned a Stable Outlook to American Axle.  The actions are based
on Fitch's expectation that the company will succeed in finalizing
two key related items: 1) an agreement with GM; and 2) an
amendment with lenders.  Both will need to occur to ensure that
the company maintains access to liquidity.  If both are completed,
the company will receive a one-time payment of $110 million from
GM.  Furthermore, GM will offer American Axle a $100 million
delayed-draw second lien term loan which extends through 2013 and
American Axle can also receive expedited payments through the end
of 2013.  In return, American Axle will offer warrants to GM which
will be up to 19.9% of its common shares (7.4% initially and up to
an additional 12.4% if American Axle draws on the second lien term
loan); it will also agree to an access and security agreement.

These two items are expected to be completed by the end of August
given that American Axle has received a second extension to its
waiver and amendment which extends through Aug. 31, 2009.  Fitch
expects that lenders would be willing to consent to modifications
to the credit agreement.

As of June 30, 2009, American Axle's liquidity was $285 million
consisting of $284 million in cash and equivalents and $1 million
of availability on its revolving credit facility.  The company was
not in compliance with covenants as of June 30 and as a result, it
drew down nearly all of the revolver.  The secured revolver
provides commitments of $476.9 million through April 2010.  After
that, the commitment is reduced to $369.4 million and expires in
December 2011.  Aside from the reduction in the size of the
revolver in 2010 and its final maturity in 2011, American Axle
does not have any debt maturities until its $250 million term loan
is due in 2012.

Fitch projects that American Axle will not generate free cash flow
in 2009 following the negative free cash flow of $322 million in
2008, despite significant improvement and flexibility to its fixed
cost structure.  Capital expenditures are expected to be
$140 million - $150 million, which would be flat to slightly
higher than the $140 million spent in 2008.  Dividends were
suspended in January 2009 and cost-cutting efforts were made
before and during the global automotive slump.

Additional headwinds will come from the company's need to make
pension and other retirement plan contributions in 2009.  At the
end of 2008, American Axle's pension plan was 55% funded, or
$255 million underfunded.  The company expects funding
requirements to be $20 million in 2009.  Other post-retirement
obligations are expected to require $15 million of funding.

                           ArvinMeritor

ArvinMeritor's 'CCC' rating remains on Rating Watch Negative given
Fitch's view that the company continues to face significant risks
in its ability to execute the divestiture of the remaining assets
in the light vehicle segment which have been a significant use of
cash, the potential need for an amendment for covenant relief for
the quarter ending Sept. 30, 2009, and ongoing weakness in truck
demand in Europe.  Fitch notes that ArvinMeritor has made some
progress divesting assets in the light vehicle segment but
concerns remain about shedding the rest of the assets given the
cash burn from the segment and the company's potential for needing
an amendment.

Fitch expects that operating losses and restructuring costs will
produce negative cash flows in 2009.  Liquidity as of June 30,
2009 was $532 million consisting of $456 million of availability
on the credit facility and $76 million of cash.  ArvinMeritor has
indicated that it requires $75 million to $100 million of
liquidity for operations, and Fitch believes that even if this
estimate proves to be conservative, ArvinMeritor's liquidity
should be adequate for the near term provided lenders grant
covenant relief on the credit agreement, if required.

ArvinMeritor has no debt maturities until the bank agreement
matures in 2011 and the company's pension is moderately
underfunded in dollar terms.  At the end of the last measurement
date (June 30, 2008), it was underfunded by $115 million (or 7%).
Given the performance of the equity markets since then, Fitch
expects to see the underfunded status increase, which could
require incremental contributions over the next several years.

                             Tenneco

The company's IDR of 'B-' has been removed from Rating Watch
Negative and a Stable Outlook has been assigned.  Fitch believes
that the company has appropriate covenants for the challenging
automotive environment, a diverse product offering and geographic
distribution.  In 2008, the company received approximately 20% of
its revenues from GM and 2% from Chrysler.  Like other suppliers,
Tenneco felt the impact of the extended production shutdowns;
however, with the production restarts at the auto makers and
Tenneco's restructuring efforts, profits should improve in the
second half of 2009 versus the first half.

Liquidity as of June 30, 2009 was $444 million consisting of
$333 million of availability on its credit facility and cash of
$111 million.  Liquidity excludes availability on the U.S accounts
receivable program as well as the European accounts receivable
programs, some of which can be canceled with 30 days notice.
Furthermore, Tenneco once again can use receivables from GM and
Chrysler in its $100 million U.S. accounts receivable program;
this facility extends through February 2010.  Importantly, the
company does not have any significant debt maturities until 2012
when $700 million of the $830 million of the credit facility
expires.  Tenneco has a $249 million underfunded pension plan,
which due to losses in the equity and fixed income markets in
2008, is likely to require incremental contributions over the near
term.  At the end of 2008, the pension plan's funding status was
59%.

                          TRW Automotive

Fitch has affirmed the 'B-' rating and removed the Rating Watch
Negative.  A Stable Outlook has also been assigned.  The actions
reflect improved operating performance, the recent equity
issuance, a credit agreement amendment, and significant liquidity.
In 2008, GM and Chrysler accounted for 13.5% and 9.6%,
respectively, of TRW's sales globally in 2008.  TRW recently
raised equity and net proceeds were $269 million, all of which was
earmarked for debt reduction.  One-third of the net proceeds, or
$89 million, was used to reduce the term loans while the balance
was used to lower borrowings on the revolving credit facility.

Liquidity at the end of the recent quarter was $1,476 million
consisting of $905 million of credit facility availability and
$571 million of cash.  In June 2009, the company's credit
agreement was amended and its financial covenants were reset for
the more challenging automotive environment.  Despite the
termination of the U.S. accounts receivables securitization
facility, a net decrease in European factoring facilities, and
Fitch's expectation for negative cash flow in 2009, Fitch
estimates that the company's liquidity profile should be
sufficient over the near term.

TRW has no near-term debt maturities and the revolver extends
through 2012.  The company's $600 million Term Loan A has required
amortization of $54 million in 2010, $120 million in 2011,
$225 million in 2012 and $150 million in 2013.  TRW's $500 million
Term Loan B also amortizes and requires payments of $2.75 million
in 2009 and $0.5 million a year until the final payment in 2014.

For more details on the auto suppliers, please see Fitch's report
'Liquidity Focus: U.S. Auto Suppliers', dated June 9, 2009.
Readers should note that since that publication date, TRW
Automotive was downgrade by one notch as noted in the TRW
Automotive press release dated June 30, 2009.

Fitch affirms these ratings:

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-/RR3';
  -- Senior unsecured notes 'C/RR6';
  -- Outlook Stable.

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC';
  -- Outlook Stable.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+/RR2';
  -- Senior secured second lien notes 'CC/RR6';
  -- Senior unsecured notes to 'CC/RR6';
  -- Subordinated notes 'CC/RR6';
  -- Outlook Stable.

TRW Automotive Holdings Corp.

  -- IDR 'B-;
  -- Outlook Stable.

TRW Automotive, Inc.

  -- IDR 'B-';
  -- Secured bank facility 'B+/RR2';
  -- Senior unsecured notes 'CC/RR6';
  -- Outlook Stable.

This rating remains on Rating Watch Negative:

ArvinMeritor

  -- IDR 'CCC' and on Rating Watch Negative;
  -- Secured 'B/RR1';
  -- Senior unsecured 'CC/RR5'.


VALCOM INC: Posts $584,783 Net Loss in Nine Months Ended June 30
----------------------------------------------------------------
ValCom, Inc., posted a net loss of $346,476 for three months ended
June 30, 2009, compared with a net loss of $141,208 for the same
period in 2008.

For nine months ended June 30, 2009, the Company posted a net loss
of $584,783 compared with a net loss of $501,161 for the same
period in 2008.

The Company's balance sheet showed total assets of $2.31 million,
total liabilities of $1.87 million and stockholders' equity of
$441,494.

The Company said that it has a negative cash flow from operations
of $463,267 for the nine months ended June 30, 2009, a working
capital deficiency of $1,427,191 and an accumulated deficit of
$18,317,889 at June 30, 2009.

The Company added that its ability to continue as a going concern
is dependent upon its ability to successfully accomplish the plan.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42d8

                          About Valcom

As of September 30, 2008, ValCom, Inc., had five subsidiaries: (1)
Valencia Entertainment International, LLC; (2) Half Day Video,
Inc.; (3) ValCom Studios, Inc. (80% Equity Interest); (4) New Zoo
Revue LLC (50% Interest); (5) ValCom Broadcasting, LLC (45% Equity
Interest).  The company is a diversified entertainment company
with four divisions: studio rental, film production division, live
theatre division, TV stations and broadcasting.

The company filed a voluntary petition for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07-
15984).  Joseph L. Pittera, Esq., represented the Debtor in its
restructuring efforts.  The Hon. Ernest M. Robles of the United
States Bankruptcy Court for the Central District of California
confirmed a second amended Chapter 11 plan of liquidation filed by
Valcom Inc. on June 14, 2008.  The company emerged from bankruptcy
on August 5, 2008.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 21, 2009,
Moore & Associates Chartered, in Las Vegas, Nevada expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the consolidated balance sheets of
Valcom, Inc., as of Sept. 30, 2008, and 2007, and the related
consolidated statements of operations, stockholders' equity and
cash flows for the years then ended.

The firm pointed out that the Company has incurred significant
annual losses, which have resulted in an accumulated deficit of
$17,733,106 at Sept. 30, 2008, which raises substantial doubt
about its ability to continue as a going concern.


VELOCITY EXPRESS: Management Group Scraps Recapitalization Deal
---------------------------------------------------------------
Velocity Express Corporation on August 14, 2009, received from MCG
Acquisition LLC, a notice terminating the Recapitalization
Agreement, dated as of July 31, 2009, among the Company, Newco and
certain Preferred Stockholders of the Company.  The termination of
the Recapitalization Agreement is effective August 14, 2009, and
did not result in the incurrence by the Company of any early
termination penalties.  Newco is an entity formed by a management
buyout group led by Vincent A. Wasik, Chief Executive Officer of
the Company and his private equity firm, MCG Global, LLC.

As reported by the Troubled Company Reporter on August 7, 2009,
the Recapitalization Agreement provided for a series of issuances
of shares of Common Stock of the Company in exchange for (i)
delivery by Newco of certain of the Company's Senior Secured Notes
and related warrants and (ii) delivery of all series of Preferred
Stock of the Company such that, post-transaction, ownership of the
Company would be as follows (on a fully diluted basis but subject
to possible adjustments for certain outstanding options and
warrants): (a) 68.5% of the Common Stock of the Company would be
held by the Management Group and its financing source; (b) 10.0%
of the Common Stock of the Company would be held by the current
Note holders; (c) 19.9% of the Common Stock of the Company would
be held by the holders of all series of the Company's outstanding
Preferred Stock; and (d) 1.6% of the Common Stock of the Company
would be retained by existing Common Stockholders and certain
option or warrant holders.

The transactions contemplated by the Recapitalization Agreement
were subject to a number of conditions, including but not limited
to financing, closing of purchases by Newco of sufficient Senior
Secured Notes of the Company to effect the transactions
contemplated by the Recapitalization Agreement, consent of the
Company's senior secured lender and consent or reaffirmation of
consent to the transactions contemplated by the Recapitalization
Agreement of the Company's Preferred Stockholders.  Newco's
termination notice indicated that Newco had not obtained the
necessary consents or reaffirmations of the Company's Preferred
Stockholders.  The Recapitalization Agreement permits Newco to
terminate the agreement prior to obtaining the requisite number of
Preferred Stockholder consents or reaffirmations.

A full-text copy of the Recapitalization Agreement is available at
no charge at http://ResearchArchives.com/t/s?40f3

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
Company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.

On July 2, 2009, the Company received a letter from Burdale
Capital Finance, the Company's senior secured lender pursuant to a
Loan and Security Agreement for a revolving line of credit dated
as of March 13, 2009, notifying the Company of defaults relating
to the Company's minimum fixed charge coverage ratio, minimum
liquidity, delivery of timely financial information, and failure
to make the June 30, 2009 interest payment due to the holders of
the Senior Notes.  Burdale stated that it is not currently
exercising any of the rights and remedies available to it under
the Loan Agreement by reason of such defaults, but that it and
reserved all of its rights to take action with respect to such
defaults in the future.


X-RITE INC: Has Deal to Reduce 2nd Lien Debt by $41.6 Million
-------------------------------------------------------------
X-Rite, Incorporated, on August 18, 2009, entered into a series of
transactions whereby X-Rite issued preferred stock and warrants to
purchase common stock to existing shareholders OEPX, LLC, Sagard
Capital Partners, L.P., and Tinicum Capital Partners II, L.P., in
exchange for the cancellation of $41.6 million of second-lien
loans.

The existing shareholders had, contemporaneously with the exchange
transactions, acquired the second-lien loans from one of the
second lien lenders.  The exchange transactions result in the
reduction of the principal amount of the Company's first and
second lien debt by $41.6 million to $195.1 million.

Key terms of the deal include the issuance of nonconvertible
preferred stock, with an aggregate liquidation preference of
$41.6 million, and warrants to purchase common stock, to
affiliates of One Equity Partners, Sagard and Tinicum.  Dividends
on the nonconvertible preferred stock will accrue at 14.375% per
annum and may be paid "in kind" through the issuance of additional
shares of nonconvertible preferred stock, or in cash, at X-Rite's
option.  The Company may redeem the preferred shares anytime after
February 18, 2010 and before January 24, 2014.  As a part of the
transactions, X-Rite also issued warrants to acquire 7.5 million
shares of common stock, which will be exercisable upon receipt of
shareholder approval.  The warrants have an exercise price of
$0.01 per share with a 10 year term.

Specifically, the Investors acquired (i) an aggregate of
41,561.22312 shares of newly designated Series A Preferred Stock,
par value $0.10 per share, which -- (x) unless and until
Shareholder Approval is obtained by the Company with respect to
the issuance of the Warrant Shares or (y) unless, prior to such
Shareholder Approval, there is a Liquidation Event or any event
requiring the Company to redeem, repurchase, or offer to
repurchase the Series A Preferred Stock in accordance with the
Certificate of Designation -- entitle the holders to receive a
Participation Amount upon the redemption or repurchase of the
Series A Preferred Stock, which amount is, at the option of the
Company, payable in cash or, provided certain conditions are met,
payable by delivery of an aggregate of 7,500,000 shares of Common
Stock, subject to adjustment as set forth in the Certificate of
Designation and (ii) warrants to acquire an aggregate of 7,500,000
shares of Common Stock, subject to adjustment as set forth in the
Warrants, which Warrants will not become exercisable unless and
until Shareholder Approval is obtained, in exchange for the
cancellation of $41,561,223.12 of the principal amount of the
Company's second lien debt.  In addition to the shares of Series A
Preferred Stock acquired by the Investors on August 18, 2009, the
Certificate of Designation authorizes the Company to issue an
additional 43,168.0405 shares of Series A Preferred Stock for the
payment of dividends "in kind" on the Series A Preferred Stock in
accordance with the Certificate of Designation.

Pursuant to the terms of the Series A Preferred Stock under the
Certificate of Designation, following a redemption or repurchase
of the Series A Preferred Stock entirely in cash which redemption
or repurchase occurs at any time when Shareholder Approval has not
been obtained, the holders of the Series A Preferred Stock so
redeemed or repurchased may purchase from other shareholders of
the Company the number of shares of Common Stock equal to the
number of Redemption Shares that such holder would have been
entitled to had the Participation Amount been satisfied by
delivery of the Redemption Shares.

In connection with the execution of the Exchange Agreement,
the Warrants and the other agreements contemplated thereby, on
August 18, 2009, the Company entered into Amendment No. 2 to the
Shareholder Protection Rights Agreement, dated as of March 29,
2002, between the Company and Computershare Trust Company, N.A.
(formerly known as EquiServe Trust Company, N.A.), as previously
amended by Amendment No. 1 to Shareholder Protection Rights Plan,
dated as of August 20, 2008, between the same parties, for the
purpose of amending the Rights Agreement to render it inapplicable
to the transactions contemplated by the Exchange Agreement and the
transactions contemplated thereby.

In particular the, Amendment provides that no Investor or its
affiliates will be deemed to be an Acquiring Person (as defined in
the Rights Agreement) and no distribution of rights will occur
solely by virtue of the approval, execution, delivery, adoption or
performance of the Exchange Agreement, the Certificate of
Designation, the Warrants or the Investment Agreements (as defined
in the Exchange Agreement) or the consummation of any transactions
contemplated thereby, including, without limitation, by reason of
(i) acquisitions by any Investor of Series A Preferred Stock,
Warrants, Investor Shares or In Kind Dividends, (ii) acquisitions
of Common Stock contemplated by the Investment Agreements
(including, for the avoidance of doubt, acquisitions permitted by
Section 4.1(e)(iii) thereof) or (iii) the shares of Common Stock
presently beneficially owned by the Investors and their respective
affiliates as of August 18, 2009.

Bradley J. Freiburger, Interim Chief Financial Officer for X-Rite,
commented "While we are making significant progress with our
profit improvement actions, the announced transactions create the
potential for incremental cash flow going forward due to reduced
cash interest requirements, and provide an enhanced cushion with
respect to our financial covenants."

Thomas J. Vacchiano Jr., X-Rite's Chief Executive Officer, said
"We are pleased that X-Rite could further strengthen its capital
structure given the lack of clarity around the timing and breadth
of a market recovery.  This action is expected to benefit all
stakeholders of X-Rite."

Mr. Vacchiano went on to say, "The Company will continue to
increase its attention on improving the performance of the core
business and executing the profit improvement plans announced
earlier this year."

In a letter to employees, Mr. Vacchiano said the set of
transactions will strengthen the Company's capital structure and
provide greater financial security for X-Rite in the uncertain
economic times.  "Fundamentally we have replaced $41.6 million of
second lien debt with nonconvertible preferred stock. This
exchange provides certain benefits to X-Rite including a more
comfortable performance cushion when compared to our lender
covenants," he said.

"This action does not reduce the continuing efforts we all need to
make in X-Rite to deliver exceptional value to our customers and
markets, which will ultimately lead to greater sales and profit
growth," Mr. Vacchiano added.

RBC Capital Markets acted as an independent financial advisor to
X-Rite with regard to the exchange transactions.  The Company will
hold a special meeting of shareholders to obtain the approval
necessary to permit One Equity Partners, Sagard and Tinicum to
exercise their respective warrants.

The Company will file a proxy statement and other relevant
documents concerning the proposed transaction with the Securities
and Exchange Commission.  Investors and security holders are urged
to read the proxy statement when it becomes available because it
will contain important information about the proposal to authorize
the exercise of the warrants.  Investors and security holders will
have access to free copies of the proxy statement (when available)
and other documents filed by X-Rite with the SEC through the SEC's
Web site at http://www.sec.gov/ In addition, the proxy statement
and related materials (when available) may also be obtained free
of charge from the Company by directing such requests to X-Rite,
Incorporated, Attention: Bradley J. Freiburger, Interim Chief
Financial Officer, 4300 44th Street S.E., Grand Rapids, Michigan
49512, Telephone: (616) 803-2143.

On August 11, 2009, the Company reported net loss of $7.6 million
for the second quarter ended July 4, 2009, versus a loss of $20.9
million in the same period in 2008.  The Company reported second
quarter 2009 net sales of $49.4 million compared to $73.5 million
in second quarter 2008.

As of July 4, 2009, the Company had $494.5 million in total assets
and $40.9 million in total current liabilities and $256.4 million
in total long-term liabilities.  A copy of the quarterly report is
available at no charge at http://ResearchArchives.com/t/s?42eb

The Company has completed its announced closure of business
operations for Viptronic, a subsidiary of X-Rite located in
Brixen, Italy as of June 2009.  It is expected that the sale of
the campus will be completed by September of this year at a price
estimated to be $2.4 million.

                           About X-Rite

Based in Grand Rapids, Michigan, X-Rite Incorporated (NASDAQ:XRIT)
-- http://www.xrite.com/-- is the global leader in color science
and technology.  The Company, which now includes color industry
leader Pantone, Inc., develops, manufactures, markets and supports
innovative color solutions through measurement systems, software,
color standards and services. X-Rite's expertise in inspiring,
selecting, measuring, formulating, communicating and matching
color helps users get color right the first time and every time,
which translates to better quality and reduced costs.  X-Rite
serves a range of industries, including printing, packaging,
photography, graphic design, video, automotive, paints, plastics,
textiles, dental and medical.


VIEW SYSTEMS: Balance Sheet Upside-Down by $225,969 as of June 30
-----------------------------------------------------------------
View Systems, Inc.'s balance sheet at June 30, 2009, showed total
assets of $1,465,633 against total debts of $1,691,602, resulting
to a stockholders' deficit of $225,969.

The Company recorded $894,572 net loss on $175,052 of revenues
during the six months ended June 30, 2009, compared with $42,194
of net income on $754,572 of revenues during the same period in
2008.

"Annually our revenues from product sales have been decreasing and
are not sufficient to cover our operating expenses.  Our auditors
have expressed substantial doubt that we can continue as a going
concern.  We are continuing to push sales and control costs," the
Company said in its filing with the Securities and Exchange
Commission.

A copy of the Company's second quarter report on Form 10-Q is
available for free at http://researcharchives.com/t/s?42ef

                     First Quarter Results

The Company amended Form 10-Q for the period ended March 31, 2009,
to (i) correct its disclosure of the number of shares outstanding
on its Form 10-Q's cover page to reflect the number of shares
outstanding as of the most recent practicable date, (ii) amplified
Item 2's description of business activities with other companies,
(iii) update the Liquidity and Capital Resources section of Item 2
to use the statement of cash flows in analyzing the Company's
liquidity, specifically dealing with cash flows from investing and
financing activities as well as from operations, (iv) include
additional risk factors, (v) attach exhibits, and (vi) update the
Signature Page to reflect the accurate date this amended Form 10-Q
is filed.

The Company's balance sheet at March 31, 2009, showed total assets
of $1.51 million and total liabilities of $1.73 million, resulting
in a stockholders' deficit of $226,419.

For three months ended March 31, 2009, the Company posted a net
loss of $481,922 compared with a net loss of $65,942 for the same
period in 2008.

The Company said its retained deficit was $21.24 million at
March 31, 2009.  The Company was unable to fund its day-to-day
operations through revenues alone and management believes it will
incur operating losses for the near future while it expands its
sales channels.

A full-text copy of the Company's Form 10-Q/A for the first
quarter of 2009 is available for free at
http://ResearchArchives.com/t/s?42d4

                        Going Concern Doubt

On March 25, 2009, Davis, Sita & Company, P.A. in Greenbelt,
Maryland expressed substantial doubt about View Systems, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended Dec. 31,
2008, and 2007.

The auditors noted that the Company has incurred ongoing operating
losses and does not currently have financing commitments in place
to meet expected cash requirements.  In addition, certain notes
payable have come due and the note holders have demanded payment.

                     About View Systems, Inc.

View Systems, Inc. (OTC:VSYM) develops, produces and markets
computer software and hardware systems for security and
surveillance applications.  The Company's product lines are
related to visual surveillance, intrusion detection and physical
security.  View Systems principal products include ViewScan
Concealed Weapons Detection System, Visual First Responder and
ViewMaxx Digital Video products.


WASHINGTON MUTUAL: Noteholders Group May Be Forced to Reveal Names
------------------------------------------------------------------
An ad hoc group of holders of notes issued by Washington Mutual
Inc. may be forced by the Bankruptcy Court to reveal the names of
its members, Steven Church at Bloomberg News reported.  Judge Mary
Walrath said she will issue a written ruling on a request by
JPMorgan Chase & Co. that the noteholders reveal the membership as
well as any purchases or sales of WaMu's unsecured notes since the
case began.

As reported by the TCR on August 10, 2009, JPMorgan Chase noted
that the Washington Mutual Noteholders Group claimed in a pleading
filed with the Court that it "collectively holds at least $3.3
billion in face amount of outstanding debt securities" issued by
WaMU and they are collectively "the principal stakeholders in the
Chapter 11 proceedings."

JPMorgan pointed out that when the Noteholders Group first
appeared in the case, it constituted 23 entities holding an
aggregate of more than $1.1 billion in face amount of notes,
according to a verified statement under F.R.B.P. Rule 2019 filed
by White & Case LLP on October 20, 2008.  A second firm --
Kasowitz, Benson, Torrest & Friedman LLP -- appeared on the case
on behalf of the Noteholders Group, but has not filed a verified
statement.

"Tellingly, the Washington Mutual Noteholders Group has provided
no explanation of how its holdings increased threefold over the
period of eight months," JPM points out.

JPM asserts that the Noteholders Group itself must satisfy the
disclosure obligations under Bankruptcy Rule 2019.  The
Noteholders Group, JPM notes, has taken an active role in the
Chapter 11 cases and, by its own assertions, expects to be the
primary recipient of any distributions from the Debtors' estates.
Yet, the identity and composition of the Group remains unknown to
the Court, Debtors, JPM and the balance of the Debtors' creditor
constituencies.  JPM asserts that without these disclosures
required by Bankruptcy Rule 2019, the Court should refuse to allow
the Noteholders Group to participate in the cases.

                     Key Lawsuits Among Parties

Washington Mutual filed a suit in March against the FDIC before
the U.S. District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WINDSOR CENTURY: Meeting of Creditors Scheduled for September 8
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Windsor Century Plaza, LLC's Chapter 11 case on Sept. 8, 2009,
at 4:00 p.m.  The meeting will be held at the US 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.

Phoenix, Arizona-based Windsor Century Plaza, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Aug. 5, 2009
(Bankr. D. Ariz. Case No. 09-18571).  Michael W. Carmel, Esq.,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed total assets of $19,000,000 and total
debts of $45,465,186.


WILLIAM BLINCOE: Meeting of Creditors Scheduled for September 1
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in William P. Blincoe, III's Chapter 11 case on Sept. 1, 2009, at
10:00 a.m.  The meeting will be held at Commerce Bldg., 222 West
Oglethorpe Ave., Rm. 304, Savannah, Georgia.

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.

Boca Grande, Florida-based William P. Blincoe, III, filed for
Chapter 11 on Aug. 4, 2009 (Bankr. S. D. Ga. Case No. 09-41691).
C. James McCallar Jr., Esq., at McCallar Law Firm represents the
Debtor in his restructuring efforts.  In his petition, the Debtor
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


* Kathryn Coleman Joins Hughes Hubbard as Partner
-------------------------------------------------
Kathryn Coleman has joined Hughes Hubbard as a partner in its New
York office.  She joins the firm from Gibson, Dunn & Crutcher LLP
where she practiced for more than 20 years, leading the
San Francisco office from 2000-2005 and serving most recently as a
partner in the New York office.

Also joining Hughes Hubbard is Gibson Dunn counsel Eric Fromme, an
accomplished federal-court litigator and corporate reorganization
lawyer.

The two are the latest additions to Hughes Hubbard's growing
bankruptcy and corporate reorganization practice, which has
doubled within the last year to 25 experienced insolvency lawyers.
In October, the firm acquired the New York bankruptcy, creditors
rights and finance firm Luskin, Stern & Eisler.

Ms. Coleman has extensive experience representing Chapter 11
debtors in possession, creditors' committees, secured lenders
groups, acquirers of distressed assets in and out of bankruptcy
court, and equity stakeholders in connection with troubled
investments and portfolio companies.  She is particularly known
for her work as lead counsel to Scotia Pacific in its highly
contentious Chapter 11 case, which was one of the first cases to
be directly certified to the Circuit Court of Appeals from the
Bankruptcy Court and set a number of important precedents.

Ms. Coleman was recently named one of the 100 "Most Influential
Women in Business" by the San Francisco Business Times and is
ranked by Best Lawyers in America as a leading bankruptcy and
creditor-debtor rights lawyer.

Richard Stern, co-chair of Hughes Hubbard's corporate
reorganization and bankruptcy practice, said, "We have known Katie
for many years and are very pleased she has chosen to join us.
She is a terrific lawyer and there's no doubt that having her here
will help us serve our clients' needs as corporate reorganizations
grow more and more complex."  Ken Lefkowitz, co-chair of the
firm's corporate practice group, added, "We are very excited to
have another experienced bankruptcy transactional lawyer who will
augment our active mergers and acquisitions practice."

Hughes Hubbard's corporate reorganization and bankruptcy lawyers
have played a leading role in some of the most widely publicized
insolvency cases in the past twenty years.  The firm is currently
representing James Giddens, the co-chair of the practice, as
Trustee of Lehman Brothers, Inc., and is also playing major roles
in numerous high-profile chapter 11 cases and out-of-court
workouts.

Hughes Hubbard & Reed LLP, an international law firm based in New
York, is ranked #1 in New York and #2 nationally on The American
Lawyer's A-List of the "top firms among the nation's legal elite."
The American Lawyer also ranked the firm #4 in "Top Growth Firms"
among the nation's 200 largest firms over the last 10 years.


* Rochdale Analyst Forecasts 150 to 200 More U.S. Bank Failures
---------------------------------------------------------------
Richard Bove of Rochdale Securities said that 150 to 200
additional banks in the United States will fail in the current
banking crisis, and the industry's payments to keep the Federal
Deposit Insurance Corp afloat could eat up 25% of pretax income in
2010, Reuters News Service reported.  Mr. Bove said this scenario
would likely force the FDIC, which insures deposits, to turn
increasingly to non-U.S. banks and private equity funds to shore
up the banking system.  "The difficulty at the moment is finding
enough healthy banks to buy the failing banks," Mr. Bove wrote.

This year's closed banks have risen to 81.  Regulators have seized
the most U.S. banks this year since 1993.  The FDIC was able to
locate buyers for all deposits and certain assets of most of the
closed banks.  The bank closings, however, have cost FDIC's fund
billions of dollars.

FDIC's insurance fund had $13 billion at the end of March.  Five
of the closed banks this year -- Guaranty Bank, Colonial Bank,
BankUnited FSB, Silverton Bank, Vineyard Bank cost the fund
$12.58 billion.

Last Friday, BBVA Compass, Birmingham, a U.S. affiliate of Banco
Bilbao Vizcaya Argentaria SA, Spain's second biggest bank, assumed
$11.5 billion of deposits of Guaranty Bank and purchase $12
billion of the failed bank's assets.  BBVA said adding Guaranty's
assets and deposits will create the 15th biggest U.S. commercial
bank, with $49 billion in deposits and 767 branches in seven
states.

The FDIC's board of directors will meet in open session on
Wednesday, August 26, to consider, among other things, a
memorandum and resolution regarding "Final Statement of Policy of
Qualifications for Failed Bank Acquisitions."  According to the
New York Times, the FDIC plans to ease rules to allow private-
equity investors to acquire insolvent banks.  NYT, which cited
unidentified people, said the move would help reduce the number of
failed banks the FDIC needs to support as their number increases.

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
Guaranty Bank       BBVA Compass, Birmingham $11,656.0   $3,000.0
ebank, Atlanta, GA  Stearns Bank, N.A.          $130.0     $163.0
First Coweta Bank   United Bank, Zebulon        $144.0      $48.0
CapitalSouth Bank   IBERIABANK, Lafayette       $542.4     $151.0
Colonial Bank       BB&T, Winston-Salem      $20,000.0   $2,800.0
Union Bank, N.A.    MidFirst Bank                $14.0      $61.0
Community Bank Nev  FDIC-Created DINB         $1,375.8     $781.5
Community Bank Ariz MidFirst Bank               $143.8      $25.5
Dwelling House      PNC Bank, N.A.               $13.8       $6.8
First State Bank    Stearns Bank, N.A.          $379.0     $116.0
Community National  Stearns Bank, N.A.           $93.0      $24.0
Community First     Home Federal Bank, Nampa    $151.0      $45.0
Integrity Bank      Stonegate Bank, Fla.        $102.0      $46.0
Mutual Bank         United Central, Tex.      $1,600.0     $696.0
First BankAmericano Crown Bank, Brick, NJ       $157.0      $15.0
First State, Altus  Herring Bank, Amarillo, Tex. $98.2      $25.2
Peoples Community   First Financial Bank, Ohio  $598.2     $129.5
Waterford Village   Evans Bank, N.A.             $58.0       $5.6
SB - Gwinnett       State Bank and Trust        $292.0   }
SB - North Fulton   State Bank and Trust        $191.0   }
SB - Jones County   State Bank and Trust        $387.0   } $807.0
SB - Houston County State Bank and Trust        $320.0   }
SB - North Metro    State Bank and Trust        $212.0   }
SB - Bibb County    State Bank and Trust      $1,000.0   }
Temecula Valley     First-Citizen Bank          $996.0     $391.0
Vineyard Bank       Calif. Bank, San Diego    $1,456.0     $579.0
BankFIrst, Sioux    Alerus Financial, N.A.      $254.0      $91.0
First Piedmont      First American Bank         $109.0      $29.0
Bank of Wyoming     Central Bank & Trust         $59.0      $27.0
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-    Total
                                    Total   holders  Working
                                   Assets    Equity  Capital
Company                Ticker       ($MM)     ($MM)    ($MM)
ABSOLUTE SOFTWRE       ABT CN          107       (7)      24
ACCO BRANDS CORP       ABD US        1,100     (107)     135
AFC ENTERPRISES        AFCE US         142      (26)      12
AMER AXLE & MFG        AXL US        1,920     (736)  (1,119)
AMR CORP               AMR US       24,138   (3,000)  (3,129)
ARBITRON INC           ARB US          220        0        2
ARRAY BIOPHARMA        ARRY US          95      (73)      (5)
ARVINMERITOR INC       ARM US        2,627     (846)       3
AUTOZONE INC           AZO US        5,296      (45)    (527)
BIOSPECIFICS TEC       BSTC US          12        6        9
BLOUNT INTL            BLT US          474      (36)     151
BOARDWALK REAL E       BEI-U CN      2,377      (22)    N.A.
BOARDWALK REAL E       BOWFF US      2,377      (22)    N.A.
BP PRUD BAY-RTU        BPT US            9        8        0
BURCON NUTRASCIE       BU CN             4        3        2
CABLEVISION SYS        CVC US        9,307   (5,284)    (198)
CARDTRONICS INC        CATM US         468      (10)     (50)
CENTENNIAL COMM        CYCL US       1,455     (948)     180
CENVEO INC             CVO US        1,459     (231)     186
CHENIERE ENERGY        CQP US        1,920     (436)      27
CHOICE HOTELS          CHH US          357     (141)     (22)
CINCINNATI BELL        CBB US        2,009     (623)     (19)
CLOROX CO              CLX US        4,576     (175)    (757)
DEXCOM                 DXCM US          65        1       37
DISH NETWORK-A         DISH US       7,265   (1,519)    (240)
DOMINO'S PIZZA         DPZ US          461   (1,372)     113
DUN & BRADSTREET       DNB US        1,623     (719)    (147)
DYAX CORP              DYAX US          68      (37)      32
EASTMAN KODAK          EK US         7,105     (109)   1,100
EINSTEIN NOAH RE       BAGL US         150       (4)     (47)
ELECTRO-OPTICAL        MELA US           8        7        6
ENERGY COMPOSITE       ENCC US           0        0        0
EPICEPT CORP           EPCT SS          16       (3)       7
EXELIXIS INC           EXEL US         333     (123)      29
EXTENDICARE REAL       EXE-U CN      1,719      (47)     111
FORD MOTOR CO          F US        204,327   (9,418) #######
FORD MOTOR CO          F BB        204,327   (9,418) #######
FX ENERGY INC          FXEN US          40        7        4
GENCORP INC            GY US         1,015        1       (8)
GLG PARTNERS INC       GLG US          494     (271)     166
GLG PARTNERS-UTS       GLG/U US        494     (271)     166
GOLD RESOURCE CO       GORO US           9        9        7
HAYDEN HALL INC        HYDN US           1       (5)      (6)
HEALTHSOUTH CORP       HLS US        1,888     (662)     (77)
HERMAN MILLER          MLHR US         767        8      167
HUMAN GENOME SCI       HGSI US         670      (55)     117
IDENIX PHARM           IDIX US          82       (4)      34
IMAX CORP              IMX CN          270      (18)      55
IMAX CORP              IMAX US         270      (18)      55
IMMUNOMEDICS INC       IMMU US          59        0        7
IMS HEALTH INC         RX US         2,030      (22)     318
INCYTE CORP            INCY US         159     (291)     101
INSULET CORP           PODD US          99       (3)      63
INTERMUNE INC          ITMN US         165      (80)      98
IPCS INC               IPCS US         553      (34)      68
ISTA PHARMACEUTI       ISTA US          72      (78)      24
JAZZ PHARMACEUTI       JAZZ US         108      (88)     (17)
JUST ENERGY INCO       JE-U CN         457     (652)    (369)
KNOLOGY INC            KNOL US         639      (44)      37
LIN TV CORP-CL A       TVL US          781     (187)      14
LINEAR TECH CORP       LLTC US       1,421     (266)     963
LODGENET INTERAC       LNET US         594      (64)      46
LOGMEIN INC            LOGM US          47        7        1
MANNKIND CORP          MNKD US         267      (19)       0
MAP PHARMACEUTIC       MAPP US          65        1       24
MAXLIFE FUND COR       MXFD US           0        0        0
MEAD JOHNSON-A         MJN US        1,926     (808)     466
MEDIACOM COMM-A        MCCC US       3,707     (426)    (265)
MODAVOX INC            MDVX US           5        3       (1)
MOODY'S CORP           MCO US        1,873     (749)    (404)
NATIONAL CINEMED       NCMI US         603     (499)      91
NAVISTAR INTL          NAV US        9,656   (1,447)   1,784
NPS PHARM INC          NPSP US         144     (219)      80
OCH-ZIFF CAPIT-A       OZM US        1,854     (157)    N.A.
ONCOGENEX PHARMA       OGXI US           7        3        4
OSIRIS THERAPEUT       OSIR US         129        2       64
OTELCO INC-IDS         OTT-U CN        349        9       24
OTELCO INC-IDS         OTT US          349        9       24
OVERSTOCK.COM          OSTK US         129       (3)      33
PALM INC               PALM US         643     (108)      11
PDL BIOPHARMA IN       PDLI US         217     (306)     140
PERMIAN BASIN          PBT US           10        0        9
PETROALGAE INC         PALG US           7      (32)     (16)
POTLATCH CORP          PCH US          916        0     N.A.
QWEST COMMUNICAT       Q US         20,226   (1,051)     260
REGAL ENTERTAI-A       RGC US        2,647     (228)     (40)
RENAISSANCE LEA        RLRN US          58        0       (6)
REVLON INC-A           REV US          797   (1,074)      87
SALLY BEAUTY HOL       SBH US        1,464     (645)     420
SANDRIDGE ENERGY       SD US         2,364      (91)     114
SEMGROUP ENERGY        SGLP US         354     (128)      31
SIGA TECH INC          SIGA US           8      (13)      (4)
SONIC CORP             SONC US         828      (22)      75
STANDARD PARKING       STAN US         230        4      (13)
STEREOTAXIS INC        STXS US          43      (10)      (3)
SUCCESSFACTORS I       SFSF US         165       (5)       1
SUN COMMUNITIES        SUI US        1,192      (81)    N.A.
SYNERGY PHARMACE       SGYP US           0       (1)      (1)
TALBOTS INC            TLB US          999     (184)     (28)
TAUBMAN CENTERS        TCO US        2,858     (184)    N.A.
TENNECO INC            TEN US        2,767     (289)     240
THERAVANCE             THRX US         206     (263)     144
UAL CORP               UAUA US      18,805     (159)  (2,345)
UNITED RENTALS         URI US        3,918   (2,628)     316
US AIRWAYS GROUP       LCC US        7,857      (46)    (548)
VECTOR GROUP LTD       VGR US          757     (336)     158
VENOCO INC             VQ US           725        2       (3)
VERIFONE HOLDING       PAY IT          843     (165)     299
VERIFONE HOLDING       PAY US          843      (14)     299
VERIFONE HOLDING       VF2 GR          843      (14)     299
VIRGIN MOBILE-A        VM US           320     (256)    (126)
WARNER MUSIC GRO       WMG US        3,988     (142)    (680)
WEIGHT WATCHERS        WTW US        1,085     (791)    (309)
WR GRACE & CO          GRA US        3,815     (351)     977
ZYMOGENETICS INC       ZGEN US         271      (14)      85



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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