TCR_Public/090901.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, September 1, 2009, Vol. 13, No. 242

                            Headlines

3660 BROADWAY: Files Chapter 11 in New York
3660 BROADWAY: Case Summary & 18 Largest Unsecured Creditors
A'HEARN PLUMBING: Case Summary & 20 Largest Unsecured Creditors
ABDO CONSTRUCTION: Case Summary & 10 Largest Unsecured Creditors
ACCURIDE CORP: Bondholders Forbear Until September 30

ACCREDITED HOME: Gets October 30 Extension for Ch. 11 Plan
AEROWIND CORPORATION: Case Summary & 20 Largest Unsec. Creditors
AGT CRUNCH: Angelo Gordon Expects Sale Closing by Mid-September
AMEREX GROUP: Transfers Control of Unit's Assets to Senior Lender
AMERICAN HOMEPATIENT: Gets Forbearance Until Oct. 1 for Sr. Debt

AMERICAN INT'L: Primus Offers Up to US$2 Billion for Taiwan Unit
AMERICAN INT'L: Benmosche Wants to Consult Ex-CEO Greenberg
AMERICAN NATURAL ENERGY: Bill Grant Elected to Board of Directors
AMERICAN TONERSERV: To Renegotiate Short Term Note Obligations
APPTIS INC: Moody's Reviews 'B3' Corporate Family Rating

ARINC INC: S&P Downgrades Long-Term Corp. Credit Rating to 'SD'
ASARCO LLC: Judge Schmidt Favors Grupo Mexico Plan Over Sterlite's
ASARCO LLC: Further Modifies 6th Amended Plan
ASARCO LLC: Parent Modifies 7th Amended Plan
ASAT HOLDINGS: Forbearance Period Further Extended Until Sept. 29

ASTORIA FINANCIAL: Fitch Cuts Individual Rating to 'C/D'
BANKER'S STORE: Delays Filing of May 2009 Annual Report
BANKUNITED FINANCIAL: Committee Wants to Probe Officers
BASELINE OIL: Files for Chapter Due to Economic Turmoil, Cash Woes
BASELINE OIL: Has Noteholders' Support for Prepackaged Plan

BASELINE OIL: Case Summary & 20 Largest Unsecured Creditors
BASHAS' INC: Hires Hilco to Evaluate, Renegotiate Leases on Stores
BERNARD MADOFF: Liquidator May Claw Back Charities' Profits
BERNARD MADOFF: HSBC Wants Picard Claims in Offshore Suits Dropped
BEVERLY KAY HOTEL: Case Summary & 12 Largest Unsecured Creditors

BIO-KEY INT'L: Sells Law Enforcement Division to InterAct911
BIOJECT MEDICAL: To Hold Annual Shareholders' Meeting on Oct. 22
BIOLIFE SOLUTIONS: December 31 Balance Sheet Upside-Down by $5MM
BRAINHUNTER INC: Defaults Under Standstill Agreement
BRIER CREEK MEDICAL: Case Summary & 4 Largest Unsecured Creditors

BSC DEV'T: Court Extends Closing Date of Sale Until Sept. 28
CABI DOWNTOWN: Meeting of Creditors Scheduled for September 17
CABI DOWNTOWN: Taos Kasowitz Benson as General Counsel
CABI DOWNTOWN: To Push Sale of Condo Units; Tax Agency Has Liens
CAVTEL HOLDINGS: Moody's Downgrades Corp. Family Rating to 'Caa2'

CC MEDIA: S&P Downgrades Long-Term Corporate Credit Rating to 'SD'
CEDAR FUNDING: Todd Neilson Wants to Reverse Deed Transfers
CELL THERAPEUTICS: Posts $7,000 Net Revenue in July 2009
CERBERUS CAPITAL: To Raise New Funds After Withdrawals
CHAMPIONS BIOTECH: Posts $24MM Net Loss in FY Ended April 30

CHINA DIGITAL: To Change Name to "New Energy Systems Group"
CHRYSLER LLC: Anchor Tool Required to Continue Parts
CHRYSLER LLC: Realty's Schedules of Assets and Liabilities
CHRYSLER LLC: Realty's Statement of Financial Affairs
CHRYSLER LLC: Wants to Enforce Stay & Sale Order on Dealers

CITIGROUP MORTGAGE: DBRS Rates Trust Certificates at C
CLARIENT INC: Safeguard to Sell Stake to Stephens, et al.
CLARITA JULIAN: Case Summary & 6 Largest Unsecured Creditors
CLEAR CHANNEL: 3% to 27% of Deep-Discount Notes Offering Tendered
COASTLINE MANUFACTURING: Court Denies Use of TFC's Cash Collateral

COLONIAL BANK: Fitch Lifts Rating on Short-Term Deposits From 'C'
CONEXANT SYSTEMS: Amends Employment Pacts with Various Execs
CONEXANT SYSTEMS: Closes Sale of Broadband Access to Ikanos
CONEXANT SYSTEMS: To Retire $80MM of Floating Rate Notes Due 2010
CONSECO INC: To Merge 3 Insurance Units to Build Capital

CONVERGYS CORP: Debt-For-Debt Exchange Won't Move S&P's BB+ Rating
CONVERGYS CORP: Moody's Retains 'Ba1' Corp. Family Rating
CRUCIBLE MATERIALS: Gets Court Nod to Auction Off All Assets
CVC DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
DECRANE AEROSPACE: S&P Gives Negative Outlook; Affirms 'B-' Rating

DELTEK INC: Amends & Restates Credit Suisse Loan Agreement
DETROIT PUBLIC SCHOOLS: Seeks $500-Mil. in New Bond Sales
EQUIGUARD INC: Case Summary & 20 Largest Unsecured Creditors
EVEREST HOLDINGS: Files for Chapter 11; Has $15MM Carmel DIP Loan
EVEREST HOLDINGS: Voluntary Chapter 11 Case Summary

EZ LUBE: Files Reorganization Plan, Offers Stock for Creditors
FINDEX.COM INC: June 30 Balance Sheet Upside-Down by $676,137
FIRSTPLUS FINANCIAL: Allegedly Lost $4.86MM to Scarfo & Pelullo
FISHER CREEK: Voluntary Chapter 11 Case Summary
FLA OWNER VI: Case Summary & 19 Largest Unsecured Creditors

FLEETWOOD ENTERPRISES: Updated Case Summary & 30 Unsec. Creditors
FLUID ROUTING: Proposes December 2 Extension for Chapter 11 Plan
FORBES MEDI-TECH: Earns C$3.1 Million in Six Months Ended June 30
FORD CREDIT: DBRS Assigns BB Provisional Rating to Class D Notes
FUSHI COPPERWELD: Has Lenders' Forbearance Until October 31

GARDENIA MARTINEZ: Case Summary & 6 Largest Unsecured Creditors
GENERAL GROWTH: Bucksbaum Heiress Sues Trust Over Losses
GENERAL GROWTH: GGP LP's Schedules of Assets and Liabilities
GENERAL GROWTH: GGP LP's Statement of Financial Affairs
GENERAL GROWTH: Rouse-Fairwood Sells Prince George Land for $15MM

GENERAL GROWTH: Schedules of Assets and Liabilities
GENERAL GROWTH: Statement of Financial Affairs
GENERAL GROWTH: Wins Nod for Prepetition Lien Claims Protocol
GENERAL MOTORS: Dow Jones Article Sparked 33% Decline in Shares
GENERAL MOTORS: Wants Magna to Make Offer Without Russian Backing

GENESYS PEDIATRICS: Case Summary & 17 Largest Unsecured Creditors
GEORGE WAKE: Voluntary Chapter 11 Case Summary
GI JOE'S: Sells Intellectual Property for $200,000
GREATER ATLANTIC: Stockholders Approve Midatlantic Bancorp Merger
GREENSHIFT CORP: Posts $4.0MM Net Loss for Six Mos. Ended June 30

GUARANTY FINANCIAL: Under Chapter 11, To Reduce Executives
HAWAIIAN TELCOM: Confirmation Hearing on Plan on October 7
HAYES LEMMERZ: Court to Rule on Plan Outline on September 1
HYDROGENICS CORP: Files Registration Statement on Algonquin Bid
IXI MOBILE: Has Yet to File June 30 Quarterly Report

JENNIFER LYNN RENNIA: Case Summary & 17 Largest Unsec. Creditors
JOHN D OIL: Posts $548,214 Net Loss in Six Months Ended June 30
KANA SOFTWARE: June 30 Balance Sheet Upside-Down by $693,000
KAISER LAKESIDE: State Orders Closure and Liquidation
KOBRA PROPERTIES: 2 Affiliates Among State's Largest Tax Debtors

LANE LALONE: Case Summary & 16 Largest Unsecured Creditors
LAURA LYNNE SILVER: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Anticipates Facing $1 Trillion in Claims
LPATH INC: Net Loss Widens to $3.9 Million for June 30 Quarter
MENDOCINO COAST: S&P Gives Stable Outlook on 'B' Rating

MERISANT WORLDWIDE: Nears Consensual Plan; To Keep Exclusivity
MGM MIRAGE: S&P Assigns 'CCC+' Rating on $500 Mil. Senior Notes
MILTON GEORGE KONGQUEE: Case Summary & 20 Largest Unsec. Creditors
MOORES CHAPEL: Case Summary 12 Largest Unsecured Creditors
NEUROBIOLOGICAL TECH: Board Approves Plan of Liquidation

NEWARK GROUP: Bank Lenders Extend Forbearance to October 31
NORTEL NETWORKS: IRS Files $3 Billion Tax Claim
NUTRACEA INC: Has Forbearance From Lenders Until January 31
NUVEEN INVESTMENTS: Offers to Swap New 2015 Notes for Old Ones
ORBITZ WORLDWIDE: S&P Affirms Corporate Credit Rating at 'B'

PANOLAM INDUSTRIES: June 30 Balance Sheet Upside-Down by $42MM
PDC LOVELESS: Knight Manzi Upbeat on Debt Payment
PHILADELPHIA NEWSPAPERS: Ben Logan Lashes on Inquirer Ad
PINE PRAIRIE: S&P Puts 'B-' Rating on CreditWatch Positive
PLAINFIELD APARTMENTS: Can Initially Use Spencer's Cash Collateral

POLAROID CORP: Watch City Dev't to be Auctioned on Oct. 9
PRODUCTION RESOURCE: S&P Gives Negative Outlook on 'B-' Rating
PUREDEPTH INC: Maturity Date of K1W1 Notes Extended to June 2011
RAPID LINK: KBA Group Resigns as Independent Auditors
RATHGIBSON INC: Wins Court Nod for Creditor Vote on Plan

RED MOUNTAIN: Comerica Bank Opposes Use of Cash Collateral
RESERVOIR CORPORATE: Files Chapter 11 Without Lawyer
RIVER HEIGHTS MARINA: Case Summary & 19 Largest Unsec. Creditors
SACINO & SONS: Blames Ch. 11 Bankruptcy on Economic Woes
SACINO & SONS: Case Summary & 20 Largest Unsecured Creditors

SANTA MONICA MEDIA: Shareholders Vote to Liquidate Trust
SMURFIT-STONE: Assumes 100+ Unexpired Leases
SMURFIT-STONE: Caspian Wants Equity Holders Committee
SMURFIT-STONE: Court OKs Sale of Timberlands to Societe
SMURFIT-STONE: May Close Two Plants This Month

SMURFIT-STONE: To Share Operational Plan to Committee Sept. 14
SEASCAPE PROPERTY: Case Summary & Largest Unsecured Creditor
SIX TAYLOR: Case Summary & 5 Largest Unsecured Creditors
SPANSION INC: U.S. ITC to Consider Samsung Infringement Claim
SPANSION INC: Apple Opposes Rejection of Letter Agreement

SPANSION INC: King & Spalding Bills $1.40 Mil. for June-July Work
SPANSION INC: Wants Dec. 1 Extension for Removal Period
SPECTRUM BRANDS: New Stock to Begin Trading on September 1
SPECTRUM BRANDS: GECC Led $197MM Revolver for Exit Financing
STATION CASINOS: U.S. Trustee Amends Creditors' Committee

STATION CASINOS: Various Parties Object to Cash Collateral Use
STORAGE DEPOT: Case Summary & 6 Largest Unsecured Creditors
SUNGARD DATA: Moody's Assigns 'Ba3' Rating on $2.7 Bil. Loan
TAYLOR BEAN: BofA Taking Over Servicing of Ginnie Mortgages
TAYLOR BEAN: Can Hire BMC Group as Claims Agent

TAYLOR BEAN: Selects Stitcher Riedel as Bankruptcy Counsel
TAYLOR BEAN: Unsure to Survive Chapter 11 Bankruptcy, Says Report
THOMAS GERALD BRENNAN: Case Summary & 18 Largest Unsec. Creditors
TLC VISION: In Talks with Lenders, Sees More Losses in 2009
TORREYPINES THERAPEUTICS: Owners Vote on Raptor Merger Sept. 28

TRANSAMERICAN ENERGY: Unable to File Annual Report by Deadline
TRIBUNE CO: Judge Carey Approves Sale Process for Chicago Cubs
TRIMAS CORPORATION: Moody's Cuts Corporate Family Rating to 'B3'
TRIPLE DIAMOND: Case Summary & 20 Largest Unsecured Creditors
TRONOX INC: Has $415MM Stalking Horse Deal with Huntsman Pigments

TRONOX INC: Barroway Topaz Notes of Lead Plaintiff Deadline
TRW AUTOMOTIVE: Moody's Raises Corporate Family Rating to 'Caa1'
UVALDE CREDIT: Case Summary & 20 Largest Unsecured Creditors
VERENIUM CORP: Completes 5.5% Convertible Notes Exchange
VERENIUM CORP: To Hold Annual Stockholders' Meeting Today

W.W.S. CAMPING AREA: Case Summary & 19 Largest Unsecured Creditors
WAYTRONX INC: Annual Shareholders' Meeting on September 29
WCI COMMUNITIES: To Sell Palm Beach Resort to Urgo Hotels
WM F KIEFER: TBW LLC to Acquire Assets for $1.2 Million
WHITE HORSE DEVELOPMENT: Voluntary Chapter 11 Case Summary

WILSON SANTIAGO: Case Summary & 16 Largest Unsecured Creditors
X-RITE INC: Freiburger Steps Down as Chief Financial Officer
YOUNG MEN'S CHRISTIAN: Case Summary & 20 Largest Unsec. Creditors

* FDIC to Assume Most of Risk on Banks' $80BB in Loans, Assets
* 2009 Defaults Surge to 211, Bankruptcies to 54, Says S&P

* Chadbourne & Parke Expands Bankruptcy and Fin'l Group in London

* Large Companies With Insolvent Balance Sheets

                            *********

3660 BROADWAY: Files Chapter 11 in New York
-------------------------------------------
3660 Broadway Associates LP filed a Chapter 11 petition on Aug. 28
in Manhattan (Bankr. S.D.N.Y. Case No. 09-15281).  According to
Bloomberg, 3660 Broadway owns a 60-unit apartment building at 555
West 151st Street in Manhattan.  The petition listed the building
as being worth $14.5 million. Mortgage debt is $12.9 million.  The
property is 14 blocks from New York Presbyterian Medical Center.
The property has 13,200 square feet of retail space.


3660 BROADWAY: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 3660 Broadway Associates LP
        555 West 151st Street #26
        New York, NY 10031

Case No.: 09-15281

Chapter 11 Petition Date: August 28, 2009

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

Debtor's Counsel: David Cohen, Esq.
                  19 East Shore Drive
            PO Box 299
            Niverville, NY 12130
            Tel: (518) 784-5358
            Fax: (212) 208 2408
            Email: cohenlawus@aol.com

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

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

According to the schedules, the Company has assets of at least
$14,504,378, and total debts of $13,108,832.

The petition was signed by Donald Weiss, the company's managing
partner.



Debtor's List of 18 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Jay Arthur Goldberg, Esq.      trade debt             $76,662

Tower Insurance                trade debt             $19,718

Home Depot                     bank loan              $19,459

Castle Oil Corporation         trade debt             $18,000

Citibank                       bank loan              $17,406

NYC DEP                        trade debt             $15,775

Robert Kern, Esq.              trade debt             $9,500

Abilene, Inc.                  trade debt             $3,505

New York City Finance          trade debt             $3,314
Department

Con Edison                     trade debt             $2,540

Scottsdale Insurance           trade debt             $2,508

Teitelbaum                     trade debt             $1,446

New York Hardware House        trade debt             $1,238

Ford                           trade debt             $781

RSA                            trade debt             $401

Verizon                        trade debt             $314

Breier, Deutschmeister,        trade debt             $137
Urban & Fromme

Federal Express                                       $131


A'HEARN PLUMBING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A'Hearn Plumbing & Heating, Inc.
        PO Box 248
        Hiawatha, IA 52233

Bankruptcy Case No.: 09-02479

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       Northern District of Iowa (Cedar Rapids)

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                  Bradshaw, Flowler, Proctor & Fairgrave
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  Email: goetz.jeffrey@bradshawlaw.com

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

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

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

            http://bankrupt.com/misc/ianb09-02479.pdf

The petition was signed by Brian A'Hearn, president of the
Company.


ABDO CONSTRUCTION: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ABDO Construction LLC
        13355 Cantara Street
        Van Nuys, CA 91402

Bankruptcy Case No.: 09-21215

Chapter 11 Petition Date: August 27, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M Yaspan
                  21700 Oxnard St., Ste. 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  Email: ryaspan@yaspanlaw.com

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

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

According to the schedules, the Company has assets of at least
$2,800,000, and total debts of $2,500,000.

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/cacb09-21215.pdf

The petition was signed by Beniamin Gevdzhyan, managing member of
the Company.


ACCURIDE CORP: Bondholders Forbear Until September 30
-----------------------------------------------------
Accuride Corporation said August 31 that it has entered into a
forbearance agreement with certain holders of its 8.5% Senior
Subordinated Notes due 2015.  The Agreement continues through
September 30, subject to certain early termination provisions.

"The forbearance agreement is essentially a standstill that
provides Accuride with additional time and flexibility as we
continue discussions about how to best develop an appropriate
capital structure for supporting our long term strategic plan,"
stated Bill Lasky, Accuride's President, CEO, and Chairman of the
Board.  "This standstill allows us to continue focusing on our top
priority, providing Accuride customers with the quality products
and service they expect from us.  We are very gratified with the
ongoing support of our Note holders and with the extended level of
commitment from our suppliers while we work through this process."

Note holders executing the agreement agreed that during the
forbearance period they will not exercise any rights or remedies
under the Notes or the Note indenture arising as a result of the
Company's failure to pay $11.7 million in interest on the Notes
prior to the end of the 30-day grace period following the
August 3, 2009, interest due date.

The forbearance agreement satisfies a condition for extending the
term of the Second Temporary Waiver Agreement that the Company
entered with the lenders party to the Fourth Amended and Restated
Credit Agreement to September 15, 2009.  The Second Temporary
Waiver Agreement completed on August 14 addressed any failure to
comply with certain financial covenants specified in the Credit
Agreement.


ACCREDITED HOME: Gets October 30 Extension for Ch. 11 Plan
----------------------------------------------------------
Accredited Home Lenders Holding Co. received from the Bankruptcy
Court an October 30 extension of its exclusive period to file a
Chapter 11 plan, Bill Rochelle at Bloomberg News reported.  This
was the first request by Accredited Home for an extension.

Mr. Rochelle also reported that earlier this month, the Bankruptcy
Court denied a motion for the appointment of an official committee
to represent borrowers.

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.


AEROWIND CORPORATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Aerowind Corporation
        1959 John Towers Avenue
        El Cajon, CA 92020

Bankruptcy Case No.: 09-12845

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Craig E. Dwyer, Esq.
                  8745 Aero Drive, Suite 301
                  San Diego, CA 92123
                  Tel: (858) 268-9909
                  Fax: (858) 268-4230
                  Email: craigedwyer@aol.com

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

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

According to the schedules, the Company has assets of at least
$309,599, and total debts of $1,156,120.

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

            http://bankrupt.com/misc/casb09-12845.pdf

The petition was signed by William L. Kousens, president of the
Company.


AGT CRUNCH: Angelo Gordon Expects Sale Closing by Mid-September
---------------------------------------------------------------
AGT Crunch said August 31 that its sale to an investor group led
by New Evolution Fitness Company and Angelo, Gordon & Co. has been
approved by the Bankruptcy Court for the Southern District of New
York, and that the transaction is expected to close by mid-
September.

"Crunch will emerge debt free with a leaner, stronger portfolio of
clubs in four markets," said Mark Mastrov, Chairman of Crunch and
founder of NEFC.  "This new ownership group and capital structure
will allow Crunch to grow strategically while continuing to
provide our members with a fresh and innovative fitness
experience.  We're exiting this process with a plan for strong
growth in our core markets of New York, San Francisco, Los Angeles
and Miami and intend to establish new locations quickly.  With
that said, we are happy to announce that we began pre-sale on a
new location in Danville, CA (San Francisco Bay Area) that will
open in late September, with more to come in the months ahead.  We
are excited to partner with Angelo Gordon and Crunch management in
growing this exciting brand."

As part of the sale to NEFC, CEO Tim Miller has resigned from the
business in his current capacity but will stay involved as an
advisor.  His last official day with Crunch will be August 31.

Jim Rowley, partner of Mr. Mastrov at NEFC, will oversee the day-
to-day operations of Crunch and serve as its Chief Executive
Officer and Vice Chairman.  "I look forward to continuing my work
with the great Crunch team and Angelo Gordon to capitalize on the
power of the Crunch brand.  By building on our innovative group
fitness programming, dynamic personal training offerings, and by
continuing to bring fun to fitness, we will continue to develop
into a world-class fitness organization," said Mr. Rowley.

"The health club industry has proven to be strong and resilient
through this downturn and Crunch is very well-positioned for
success given its healthy, debt-free balance sheet and the
involvement of NEFC," said Brent Leffel, Managing Director of
Angelo Gordon.  "We at Angelo Gordon are thrilled to be partnering
with the industry-leading NEFC team in growing Crunch.  We would
also like to thank Tim Miller for his service to Crunch and we
wish him well in his future endeavors."

              About New Evolution Fitness Company

Based in Lafayette, California, the NEFC (New Evolution Fitness
Company) team has a two-decade plus record of success delivering
superior returns on investment in the acquisition, development,
management and operation within the fitness industry both
domestically and internationally.  Founded in 2008 by Mark Mastrov
and Jim Rowley, the current team of NEFC professionals represent
over a century of experience working in a broad sector of health,
wellness and fitness investments and operations.

                    About Angelo, Gordon & Co.

Angelo, Gordon & Co. was founded in 1988 and has approximately $17
billion under management. Currently, the firm's investment
disciplines encompass four main areas: (i) distressed debt and
leveraged loans, (ii) real estate, (iii) private equity and
special situations, and (iv) a number of credit oriented hedge
fund strategies.

                           About Crunch

Crunch is a collection of state-of-the-art health clubs that
believes in making serious exercise fun by pioneering a philosophy
of entertainment and fitness.  Headquartered in New York City,
Crunch serves its members with gyms in New York, Miami, San
Francisco, and Los Angeles.  Renowned for creating unique
programming that caters to an exceedingly diverse membership,
Crunch has raised the bar for the entire fitness industry. The
company has over 70,000 members in 19 clubs.

                         About AGT Crunch

AGT Crunch Acquisition Co. and its affiliates ran and operated the
Crunch Fitness chain of 19 high-end fitness clubs.  The clubs,
with 73,000 members, are located in New York, Chicago, Los Angeles
and Rock Creek, Maryland.  New York-based AGT Crunch Acquisition
LLC and its affiliates filed for Chapter 11 on May 6, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-12889).  Davin J. Hall, Esq., at Dechert
LLP, represents the Debtors in their restructuring efforts.  Diana
G. Adams, the U.S. Trustee for Region 2, appointed seven creditors
to serve on the official committee of unsecured creditors.

The petition listed assets of $104 million against $102 million in
total liabilities.  Debt includes $56.7 million on a first-lien
loan now mostly owned by Angelo Gordon affiliates.  There is a
second-lien debt for another $22.7 million.


AMEREX GROUP: Transfers Control of Unit's Assets to Senior Lender
-----------------------------------------------------------------
WES&A, LLC and Amerex Group, Inc., said effective August 24, 2009,
the Company's senior secured lender, CAMOFI Master, LDC, has taken
control of the assets of the Company's wholly owned subsidiary,
Amerex Companies, Inc., including the stock of Amerex's wholly
owned subsidiary, Waste Express, Inc.

WES&A, LLC, a wholly owned affiliate of CAMOFI, will continue the
business operations of Amerex and Waste Express in their present
locations in Kansas City, MO, Tulsa, OK, Portland, OR and Phoenix,
AZ.  Customer support and continued improvement of operational
efficiencies will remain the primary focus of the business as it
continues to build its reputation as a leading provider of
industrial and hazardous waste management services and
environmental remediation and abatement services.

The Company, in its annual report on Form 10-K for the year ended
December 31, 2008, and in its quarterly report on Form 10-Q for
the quarter ended March 31, 2009, disclosed that the Company had,
and continues to have, insufficient funds to pay its obligations
incurred in the ordinary course as and when they are due,
including salaries and payroll taxes.

The Company also disclosed that it is experiencing cash flow
difficulties, currently owes the Internal Revenue Service and
certain state and local revenue authorities for past due payroll
taxes and is currently in default according to the terms of its
note agreements, which causes the balances to become due on
demand.  The Company disclosed that it does not have alternate
sources of capital sufficient to meet such demands, if made, and
that these conditions raise substantial doubt about the Company's
ability to continue as a going concern.

The Company obtained funding to sustain itself, in the form of
additional borrowings from CAMOFI.  Since the Company's borrowing
base under its Line of Credit with CAMOFI has not been sufficient
to permit additional borrowing under the Line of Credit, the
Company relied on additional funds from CAMOFI to satisfy ongoing
working capital requirements that are essential to the Company
continuing as a going concern.  However, CAMOFI was not required
to provide the Company with additional funding in the future.

Recently, the Company was advised that CAMOFI would not provide
funds for the Company to pay its accounting firm to assist in the
preparation of the Company's quarter report on Form 10-Q for the
quarter ended June 30, 2009.  Consequently, the Company has not,
and will not file that quarterly report.  Thereafter, CAMOFI
advised the Company that it would not provide further funding for
operations and intended to foreclose its security interests
covering the assets of the Company and its subsidiaries.

The Board of Directors of the Company met and considered strategic
alternatives for the Company designed to preserve the value of its
assets for its shareholders, but concluded that there was no value
in excess of the amount of secured indebtedness encumbering its
assets and its was without funds to defend any action proposed to
be taken by CAMOFI.

On August 24, 2009, the Company and its subsidiaries entered into
an agreement with CAMOFI and WES&A Holdings, LLC, as designee of
CAMOFI, that provides for the transfer to CAMOFI or the Designee
of all of the Companies assets, including real, personal and
intangible property, and a Stock Transfer Agreement that provides
for the transfer to CAMOFI or the Designee of the stock of the
subsidiaries of the Company.

As a consequence of the Agreement, and its obligations under the
Agreement, the Company will cease to be a going concern.

On July 28, 2009, Stephen K. Onody, John J. Smith and Robert
Roever, being all of the directors of Amerex Group, resigned their
positions as directors of the Company, based upon their perceived
inability to provide any further assistance to the Company as
directors.  Mr. Onody indicated he will remain as the Company's
Interim CEO "for purposes of continuing or winding-up the business
of the Company, as the Company's finances, resources, creditors
and applicable regulatory authorities, including the Internal
Revenue Service, dictate or permit".

As of March 31, 2009, the Company had total assets of $3,784,646
and total liabilities of $20,264,426, and redeemable common stock
of $903,000.

Amerex Group, Inc. (OTCBB:AEXGE) -- http://www.amerexgroup.com/--
is a hazardous waste transportation and logistics firm with
capabilities to provide emergency response to environmental
emergencies.  Amerex has administrative headquarters in Tulsa,
Oklahoma.

                      Going Concern Doubt

Sartain Fischbein & Co., in Tulsa, Oklahoma, expressed substantial
doubt about Amerex Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company incurred a net loss of $7,114,098 during
the year ended Dec. 31, 2007, and, as of that date, had a working
capital deficiency of $3,537,914 and stockholders' deficit of
$7,688,449.  Additionally, the company has experienced significant
cash flow difficulties and is currently in default on its note
agreements.


AMERICAN HOMEPATIENT: Gets Forbearance Until Oct. 1 for Sr. Debt
----------------------------------------------------------------
American HomePatient, Inc., said August 31 that it has entered
into a second forbearance agreement with NexBank, SSB, the agent
for its senior debt, and a majority of the senior debt holders.

Approximately $226 million was due to be repaid in full on the
maturity date of August 1, 2009 pursuant to the terms of the
Company's secured promissory note to the Agent.  The parties to
the second forbearance agreement have agreed to not exercise,
prior to October 1, 2009, any of their rights or remedies for the
Company's failure to repay the debt in full on the maturity date.
The Company, the Agent, and the Forbearance Holders are currently
in discussions to resolve the debt maturity issue.

American HomePatient, Inc. (OTCBB: AHOM) is one of the nation's
largest home health care providers with operations in 33 states.
Its product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home.  American HomePatient's
common stock is currently traded in the over-the-counter market
or, on application by broker-dealers, in the NASD's Electronic
Bulletin Board under the symbol AHOM or AHOM.OB.


AMERICAN INT'L: Primus Offers Up to US$2 Billion for Taiwan Unit
----------------------------------------------------------------
Primus Financial Holdings Ltd. offered between US$1.8 and
US$2 billion to pay for American International Group Inc.'s Taiwan
unit, Nan Shan Life Insurance Co., as the highest bidder,
MarketWatch reports citing the Commercial Times.

MarketWatch relates that the Chinese-language newspaper, citing
the unnamed sources, discloses that Cathay Financial Holding Co.
offered between US$1.5 billion and US$1.6 billion for Nan Shan,
Chinatrust Financial Holding Co. offered about US$1.4 billion, and
Fubon Financial Holding Co. offered about US$1.3 billion,

MarketWatch notes the paper said AIG will announce winner of the
bid on Sept. 4, 2009.

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

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

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


AMERICAN INT'L: Benmosche Wants to Consult Ex-CEO Greenberg
-----------------------------------------------------------
Matthew Karnitschnig and Liam Pleven at The Wall Street Journal
report that American International Group CEO Robert Benmosche said
that he wants to consult the Company's former chief, Maurice
Greenberg, to better understand and revive the Company.

The Journal quoted Mr. Benmosche as saying, "When I encounter a
complicated situation I'd like to be able to share that with him.
He won't have any problem telling me what he's thinking.  We have
to respect what he has done in the past.  You can't discount what
he's done."  Mr. Benmosche wants to consult with Mr. Greenberg the
selling off of large units around the world and said that he wants
Mr. Greenberg's view on the intrinsic value of AIG's various
businesses, The Journal relates.

As reported by the TCR on June 18, 2009, AIG's lawyer,
Mr. Greenberg is in dispute with AIG.  Mr. Greenberg, through
Starr International Co., breached a trust agreement in which the
shares would be used to fund a deferred-compensation plan for
select AIG executives, Theodore Wells, the Company's lawyer said.
Mr. Wells said that Mr. Greenberg improperly seized in 2005
control of millions of shares of the Company's stock held by
sister company Starr International Co.  Mr. Wells said that
Mr. Greenberg was angry and vindictive after being forced out as
AIG's CEO.

Mr. Benmosche, The Journal relates, said that he is trying to
settle the litigation.

According to The Journal, Mr. Benmosche said that he didn't expect
Mr. Greenberg to have any formal role at AIG, either as an
executive or board member.

Mr. Benmosche, who said that he would slow down potential asset
sales, has written forceful letters to AIG leaders, The Journal
states.

The Journal reports that Mr. Benmosche said he had "no problem"
with other AIG employees talking with Mr. Greenberg, as many high-
ranking executives at AIG were hired by the former CEO and worked
for him for years.

                About American International Group

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

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

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

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

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

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

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

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


AMERICAN NATURAL ENERGY: Bill Grant Elected to Board of Directors
-----------------------------------------------------------------
American Natural Energy Corporation said William A. Grant III has
been elected to its board of directors effective immediately.
Mr. Grant is a 1986 graduate of Oklahoma State University and has
been president of The Holmes Organization since 1997.  Mr. Grant
is active in a number of civic and charitable organizations in the
Tulsa area.

Mike Paulk, CEO of ANEC said, "We have recently completed
transactions in which we acquired additional assets in our Bayou
Couba field, eliminated our long-term secured debt and assumed
operations of our activities.  We are pleased with the addition of
Bill to our board as his significant financial and business
background and will provide valuable assistance as we work to
enhance the shareholder value of ANEC."

                      2nd Quarter Financials

ANEC posted wider net loss of $1,438,468 for the three months
ended June 30, 2009, from a net loss of $442,921 for the same
period a year ago.  ANEC posted a net loss of $1,908,386 for the
six months ended June 30, 2009, from a net loss of $615,752 for
the same period in 2008.

ANEC recorded lower total revenues of $345,770 for the three
months ended June 30, 2009, from $978,431 for the same period a
year ago.  ANEC booked total revenues of $427,096 for the six
months ended June 30, 2009, from $1,552,962 for the same period in
2008.

As of June 30, 2009, ANEC had total assets of $3,313,407 and total
liabilities of $23,467,408.

                        Going Concern Doubt

The Company currently has a severe shortage of working capital and
funds to pay its liabilities.  The Company's debentures in the
amount of $10,825,000 which were due on September 30, 2006, have
been in default since that time.  As of August 7, 2009, certain
debentures have been re-purchased and the remainder of the
debentures has agreed upon repurchase terms.

As of June 30, 2009, interest in the amount of $2,815,000 on the
debentures had accrued and was unpaid when due.  The Company has
no current borrowing capacity with any lender.  The Company
incurred a net loss of $1,908,000 for the six months ended
June 30, 2009.  The Company has sustained substantial losses
during the years ended December 31, 2008 and December 31, 2007,
totaling approximately $61,000 and $3.2 million, respectively, and
has a working capital deficiency and an accumulated deficit at
June 30, 2009 which leads to substantial doubt concerning the
ability of the Company to meet its obligations as they come due.
The Company also has a need for substantial funds to develop its
oil and gas properties and repay borrowings as well as to meet its
other current liabilities.

The Company said as a result of the losses incurred and current
negative working capital, there is no assurance that the carrying
amounts of assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded.  The ability of
the Company to continue as a going concern is dependent upon
adequate sources of capital and the Company's ability to sustain
positive results of operations and cash flows sufficient to
continue to explore for and develop its oil and gas reserves and
pay its obligations.

Management's strategy has been to obtain additional financing or
industry partners.  Certain covenants included in the 8%
convertible secured debentures in the amount of $10,825,000 which
were due September 30, 2006, limit the amount of additional
indebtedness the Company can incur to $2 million.  It is
management's intention to raise additional debt or equity
financing to either repay or refinance these debentures and to
fund its operations and capital expenditures or to enter into
another transaction in order to maximize shareholder value.
Failure to obtain additional financing can be expected to
adversely affect the Company's ability to pay its obligations,
further the development of its properties, grow revenues, oil and
gas reserves and achieve and maintain a significant level of
revenues, cash flows, and profitability.  There can be no
assurance that the Company will obtain this additional financing
at the time required, at rates that are favorable to the Company,
or at all. Further, any additional equity financing that is
obtained may result in material dilution to the current holders of
common stock.

American Natural Energy Corporation (TSX Venture:ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.


AMERICAN TONERSERV: To Renegotiate Short Term Note Obligations
--------------------------------------------------------------
American TonerServ Corp. is seeking to renegotiate the terms of a
portion of its short term note obligations or to exchange equity
securities for a portion of the debt.

At June 30, 2009, the Company had a working capital deficit of
$3,846,017, including cash and equivalent balances of $25,836
compared to a working capital deficit of $4,973,437 at
December 31, 2008.  The deficit is primarily related to short term
note obligations which are due over the next 12 months.

The Company believes that it will be successful in addressing its
short term working capital requirements through various
strategies.  In a regulatory filing with the Securities and
Exchange Commission in August, the Company said it has inadequate
financial resources to sustain its business activities as they
currently are.  Management believes that the Company can achieve
positive cash flow through an aggressive organic growth plan to
increase sales, increasing operational efficiencies and by
aggressively reducing overhead costs.

"We have already begun implementing parts of our organic growth
plan and cost reductions; however, we do not know the overall
impact that these efforts may have on the Company's business,"
American TonerServ said in the filing.

The Company said it is spending approximating $30,000 more cash
per month than is being generated from operations due to debt
service payments.

During the six months ended June 30, 2009, the Company raised
$360,000 in proceeds from private offerings.  The Company
estimates that it will need to raise an additional $1,000,000
during the next 12 months to meet its minimum capital
requirements.  There is substantial doubt that the Company will be
able to continue as a going concern, absent raising additional
financing.  There can be no assurance that the Company will be
successful in obtaining the required financing or renegotiating
terms or converting a portion of its short term obligations into
equity.

American TonerServ reported revenue for the three months ended
June 30, 2009, advanced to $7.4 million from $2.8 million for the
corresponding quarter a year ago and from $6.4 million for the
preceding 2009 first quarter.  The company's net loss for the 2009
second quarter decreased significantly to $568,452, or $0.01 per
share, from a net loss of $1,254,809, or $0.01 per share, for the
same quarter the previous year.

As of June 30, 2009, the Company had $16.7 million in total assets
and $13.5 million in total liabilities.  The Company's June 30
balance sheet showed strained liquidity with $5.03 million in
total current assets against $8.88 million in total current
liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?43b1

A full-text copy of the CEO Quarterly Update is available at no
charge at http://ResearchArchives.com/t/s?43b2

A full-text copy of the Transcript of Narrative for CEO
Quarterly Update is available at no charge at:

               http://ResearchArchives.com/t/s?43b3

                     About American TonerServ

American TonerServ Corp. -- http://www.AmericanTonerServ.com/--
markets compatible toner cartridges, serving the printing needs of
small- and medium-sized businesses by consolidating best-in-class
independent operators in the more than $6.0 billion recycled
printer cartridge and printer services industry, offering top-
quality, environmentally-friendly products and local service
teams.


APPTIS INC: Moody's Reviews 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has placed all debt ratings of Apptis
(DE), Inc. under review for possible downgrade, including the B3
corporate family and probability of default.

The review is prompted by: 1) lower than expected revenues and
earnings thus far through 2009 with, in Moody's view, a lower than
expected amount of funded backlog; 2) the more competitive
operating environment facing defense-focused government outsource
service providers; 3) the July 2010 maturity of approximately
$30 million of sponsor-held subordinated debt, and a weakened
liquidity profile.

In its review, Moody's will evaluate the potential for a
substantial performance turnaround over the near term (measured by
EBITDA, profitability and cash flow generation) and the
probability for any turnaround to be sustained, and steps taken to
address the near-term maturity including the potential for better
liquidity.  Moody's expects to conclude the review early in the
fourth quarter of 2009.

Ratings placed under review for possible downgrade:

* Corporate family B3

* Probability of default B3

* $25 million senior secured revolver due December 2011 B1 LGD 2,
  26%

* $88 million senior secured term loan B due December 2012 B1 LGD
  2, 26%

Moody's last rating action occurred November 13, 2008, when
Apptis' outlook was changed to stable from negative.

Apptis (DE), Inc., headquartered in Chantilly, Virginia, provides
information technology services and solutions primarily to federal
government agencies.  The company's core capabilities include
software development and engineering, network infrastructure
deployment and support services, and product fulfillment.  Gross
revenues for the twelve months ended June 30, 2009, were
approximately $819 million.


ARINC INC: S&P Downgrades Long-Term Corp. Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its long-
term corporate credit rating on ARINC Inc. to 'SD' (selective
default) from 'B' and the issue rating on the first-lien secured
term loan to 'D' from 'B+'.  S&P did take any rating action on the
company's other rated debt issues.  ARINC provides engineering and
other services to the U.S. military, other government agencies,
and the global
aviation industry.

"The rating actions are based on confidential information the
company made available to us regarding the purchase of its first-
liend debt in a privately negotiated transaction that meets S&P's
criteria for a distressed debt redemption," said Standard & Poor's
credit analyst Betsy Snyder.

S&P expects to review the effect of the first-lien debt purchase
on the company's financial risk profile in the near future and to
subsequently raise the corporate credit rating on ARINC back to at
least 'B' and the issue-level rating on the remaining first-lien
term loan back to at least 'B+' on conclusion of S&P's review.


ASARCO LLC: Judge Schmidt Favors Grupo Mexico Plan Over Sterlite's
------------------------------------------------------------------
Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas rejected the plan of reorganization
proposed by ASARCO LLC and backed by Sterlite (USA), Inc., and
ruled that Grupo Mexico SAB should be allowed to regain control
of ASARCO LLC, Steven Church and Karen Gullo at Bloomberg News
reported.

Grupo Mexico's plan of reorganization, according to Judge Schmidt,
is better than Sterlite's plan holding that "[t]he parent's plan
achieves good objective consequences because it provides a cash
recovery in full satisfaction of creditors' claims, the greatest
immediate recovery to various constituencies, and certainty of
funding," Bloomberg quoted him as saying.

Both Plans proposes to fully repay ASARCO's creditors who claim
to be owed $3.62 billion.

Grupo Mexico's plan will be sent to Judge Hanen of the U.S.
District Court for the Southern District of Texas for final
approval.  Judge Hanen is expected to rule on the plan in N

                        Competing Plans

As reported by the Troubled Company Reporter, Sterlite Industries
(India) Ltd., on August 19 raised its bid for ASARCO LLC, by
pledging to pay all of the Company's unsecured debts in full, thus
matching an offer from Grupo Mexico SAB.  Under the plan backed by
ASARCO LLC, Sterlite would guarantee to pay unsecured debts of
Asarco LLC that are ultimately considered legitimate by Judge
Schmidt.

Grupo Mexico SAB on August 18 beefed up its offer for ASARCO LLC
to US$2.2 billion in cash.  Grupo Mexico said this offer
guarantees full payment for creditors.  Because the creditors are
no longer impaired, voting in favor of the Parent Plan is no
longer required as the creditors can be deemed to accept the Plan.

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

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

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

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

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

Judge Schmidt was scheduled to make a final decision as early as
August 31.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Further Modifies 6th Amended Plan
---------------------------------------------
ASARCO LLC delivered to the U.S. Bankruptcy Court for the Southern
District of Texas modified versions of the Sixth Amended Plan of
Reorganization, with modifications dated August 20, August 23, and
August 27, 2009.

Clean and blacklined copies of the Modified Plans are available
for free at:

  http://bankrupt.com/misc/ASARCO_6thAmendedPlan_082009.pdf
  http://bankrupt.com/misc/ASARCO_6thPlan_082009_Blacklined.pdf
  http://bankrupt.com/misc/ASARCO_6thAmendedPlan_082309.pdf
  http://bankrupt.com/misc/ASARCO_6thPlan_082309_Blacklined.pdf
  http://bankrupt.com/misc/ASARCO_6thAmendedPlan_082709.pdf
  http://bankrupt.com/misc/ASARCO_6thPlan_082709_Blacklined.pdf

Under the new Sterlite (USA) Inc. purchase and sale agreement of
the Modified Amended Plans, the Plan Sponsor provides for a
purchase price of (a) $1.1 billion in cash, plus (b) the Class 3
Monetization Payment amounting to $224,840,000 in Cash, plus (c)
the Class 4 Copper Note Payment amounting to $88,660,000 in Cash,
which is comprised of the $83.3 million present value originally
attributable to the copper-linked promissory note that has now
been monetized under the New Plan Sponsor PSA plus an additional
amount.  The Modified Amended Plans also provide for Class 4
Payment amounting to $700 million in Cash.

                      Treatment of Claims

The latest Modified Plan provides that each holder of an Allowed
Class 3 General Unsecured Claims will be paid in full in Cash on
the Plan's effective date.  The Cash payment will be paid from (1)
Available Plan Funds, including the Class 3 Monetization Payment,
and (2) the Sterlite Class 3 SCC Trust Payment, which is made in
exchange for the holder's Class 3 Claimant's Ratable Portion of
Liquidation Trust Interests and SCC Litigation Trust Interests on
the Effective Date.  Class 3 Monetization Payment is defined as
$224,840,000 in Cash.

The treatment of each Class 3 Claim under the Modified Plan will
be in full satisfaction, settlement, release, extinguishment, and
discharge of the Claim.

"Sterlite Class 3 SCC Trust Interests Payment" means an amount not
less than $722,060,000, minus, if there is an auction process for
the interests in the SCC Litigation Trust, the product of (a) the
Actual Class 3 Ratio multiplied by (b) the amount of any proceeds
payable to Class 3 and Class 4, if any, on account of that
auction.

The Modified Plan overhauls the Debtors' previous provisions on
allocation of interests in the Liquidation Trust and in the SCC
Litigation Trust, and the possible allocation of a percentage of
interests in the SCC Litigation Trust to other Classes of claims
aside from Class 3 and Class 4.

"Total Class 3 and Class 4 Consideration" is defined as (a) the
Available Plan Funds remaining after Allowed Administrative
Claims, Priority Tax Claims, and Claims in Classes 1, 2, and 5
have been paid pursuant to the Plan; (b) the Class 4 Payment; (c)
directly or indirectly, the Asbestos Insurance Recoveries; (d)
100% of the interests in Reorganized Covington; (e) the SCC
Litigation Trust Interests; and (f) the Liquidation Trust
Interests.  "Class 4 Payment" means $700 million in Cash.

The Class 3 Aggregate Ratable Portion will be issued and deemed to
have been distributed to Class 3 Claimants and then immediately
assigned to Plan Sponsor Sterlite (USA) Inc. on account of the
Sterlite Class 3 SCC Trust Interests Payment.  The Asbestos
Ratable Portion will be issued and distributed to the Asbestos
Trust for the benefit of Class 4 Claimants.  "Class 3 Aggregate
Ratable Portion" is defined as the ratio of the aggregate Allowed
Claims in Class 3 and Disputed Claims in Class 3 to the sum of (a)
the aggregate Allowed Claims in Class 3 and Disputed Claims in
Class 3, and (b) $750 million.

On the Effective Date, each holder of a Class 5 - Convenience
Claims will be Paid in Full in Cash.  Election by the holder of an
Allowed General Unsecured Claim otherwise treated under Class 3 of
the Modified Amended Plan to reduce the Claim of that holder to
$1,000 and to receive distribution as a Class 5 Convenience Claim
will constitute acceptance of the Plan and a waiver of the right
to recover any amount in excess of $1,000 plus Post-Petition
Interest, from any of the Debtors.

                  Implementation of the Plan

As a deposit under the New Plan Sponsor PSA, the Plan Sponsor has
posted three letters of credit in favor of ASARCO in the aggregate
amount of $125 million.  Pursuant to an amendment to the New Plan
Sponsor PSA, as promptly as practicable following the Plan
Recommendation Date, the Plan Sponsor will post (i) the Fourth L/C
issued in favor of ASARCO for $100 million, and (ii) the Fifth L/C
issued in favor of ASARCO for $400 million.  As a result, the Plan
Sponsor's Deposit will total $625 million.

As additional consideration for the SCC Litigation Trust
Interests, to the extent the Cash is not sufficient for all
Allowed unclassified Claims and Allowed Claims in Classes 1, 2,
and 3 to be Paid in Full, the Plan Sponsor will be obligated to
pay to the Plan Administrator additional amounts as are necessary
for those Claims to be Paid in Full.

To the extent the Plan Administrator determines the Cash held by
the Plan Administrator exceeds the amount necessary to make all
payments required under the Plan, the Plan Administrator will
return the excess amounts to the Plan Sponsor.

If there are any excess funds in the Plan Administration Account
or any Miscellaneous Plan Administration Account, the Plan
Administrator will transfer the excess funds to any underfunded
subaccount or Miscellaneous Plan Administration Account, and then
distribute the funds to the Plan Sponsor when all Claims and other
obligations payable under the Modified Amended Plan, including
obligations incident to administration of the Plan, have been
satisfied in full.

On or after the Effective Date, the Reorganized ASARCO will issue
interests in Reorganized ASARCO for distribution in accordance
with the terms of the Modified Amended Plan, which will represent
all of the equity interests in Reorganized ASARCO as of the
Effective Date.  The interests will be held by the Plan
Administrator for the benefit of Sterlite, as successor-in-
interest to the residual interests of Class 3 and Class 4
Claimants by virtue of the consideration provided by Sterlite
pursuant to the Plan and the New Plan Sponsor PSA.

As soon as practicable after the sixth year anniversary of the
Effective Date or as deemed appropriate, the Plan Administrator
will distribute any funds remaining in the Indemnification Escrow
to the Plan Sponsor when all Claims and other obligations payable
under the Plan, including obligations incident to administration
of the Plan, have been satisfied in full.

                     SCC Litigation Trust

The SCC Litigation Trust will be created to hold the proceeds and
claims of the final judgment entered 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 fraudulent transfer of shares of Southern
Peru Copper Company, now known as Southern Copper Corporation.

The SCC Litigation Trust Board will consist of three members
initially selected as follows: (i) one selected by Sterlite, as
the successor to the Class A SCC Litigation Trust Beneficiaries
immediately following the occurrence of the Effective Date, (ii)
one selected by Sterlite, as the successor to the Class B SCC
Litigation Trust Beneficiaries immediately following the
occurrence of the Effective Date, and (iii) one selected by the
Official Committee of Asbestos Claimants and the Future Claims
Representative.

Successors to the members of the SCC Litigation Trust Board will
be selected as follows: (i) in the case of the member originally
selected by Sterlite as the holder of the Class A SCC Litigation
Trust Interests, by the then-current holders of a majority of the
Class A SCC Litigation Trust Interests, (ii) in the case of the
member originally selected by Sterlite as the holder of the Class
B SCC Litigation Trust Interests, by the then-current holders of a
majority of the Class B SCC Litigation Trust Interests, and (iii)
in the case of the member originally selected by the Asbestos
Committee and the FCR, by the then-current holders of a majority
of the Class C SCC Litigation Trust Interests.

The selection of the Liquidation Trust Board is the same as the
SCC Litigation Trust Board's under the Modified Plan.

                SCC Litigation Trust Interests

Immediately following the occurrence of the Effective Date, (i)
the Class A SCC Litigation Trust Interests will be issued to
Sterlite as a consequence of the Sterlite Class 3 SCC Trust
Interests Payment, and (ii) the Class B SCC Litigation Trust
Interests will be issued to Sterlite as a consequence of the
Sterlite Class 3 SCC Trust Interests Payment.

Any Class A SCC Litigation Trust Interests or Class B SCC
Litigation Trust Interests issued on account of a Disputed Claim
that is finally determined (i) adversely to the Claimant will be
cancelled as to the disallowed portion of the Disputed Claim, and
(ii) in favor of the Claimant will be issued to Sterlite as to the
Allowed portion of the Disputed Claim.  Any distributions received
from the SCC Litigation Trust on account of the Disallowed Claim
will be returned to the SCC Litigation Trustee for distribution to
the SCC Litigation Trust Beneficiaries, other than the SCC
Purchasers.

           Distributions of SCC Litigation Proceeds

Sterlite agrees that all proceeds it will be entitled to receive
on account of the Class A SCC Litigation Trust Interests or the
Class B SCC Litigation Trust Interests, which will be distributed
to Sterlite on account of the Sterlite Class 3 SCC Trust Interests
Payment, will first be paid on a pro rata basis to Class 3
Claimants that have not been Paid in Full as a result of the
distributions on account of (i) the Plan Consideration, and (ii)
the Sterlite Class 3 SCC Trust Interests Payment.

The SCC Litigation Trustee is, therefore, irrevocably authorized
by Sterlite to distribute all proceeds on account of Class A or
Class B SCC Litigation Trust Interests to the full extent
necessary for Class 3 Claimants to be Paid in Full.  If, for any
reason, the Distributable Cash exceeds $1.4 billion and also
exceeds the amount necessary for Class 3 Claimants to be Paid in
Full, the Sterlite Class 3 SCC Trust Interests Payment will be
reduced by an amount sufficient to avoid Class 3 Claimants
receiving more than required to be Paid in Full.

                    Disputed Claims Reserve

To the extent the Plan Administrator determines appropriate, he
may maintain, in accordance with the Plan Administrator's powers
and responsibilities under this Plan, a Disputed Claims Reserve.
Except as provided in the Modified Plan, the Plan Administrator
will not be required to reserve Cash on account of any Disputed
Claims.  To the extent the Plan Administrator does not have
adequate funds to pay in accordance with the Plan the Disputed
Claims upon any of that Claim becoming an Allowed Claim, the Plan
Sponsor will be required to pay to the Plan Administrator for
distribution to the holder of the Disputed Claim the amount
necessary for the Claim to be paid in accordance with the Plan.

Any Claims asserted by or on behalf of Americas Mining Corporation
or Asarco Incorporated, whether Administrative Claims or Unsecured
Claims, are disallowed under the Modified Plan pursuant to Section
502(d) of the Bankruptcy Code and no reserves will be established
on account of those Claims.

If a Disputed Claim is disallowed, in whole or in part, the Plan
Administrator will cancel the portion of the Liquidation Trust
Interests and SCC Litigation Trust Interests held in the Disputed
Claims Reserve in respect of the disallowed Disputed Claim.

                 Satisfaction of Cure Amounts

Pursuant to Section 3.5(d) of the New Plan Sponsor PSA, at the
Closing, ASARCO will deliver to the Plan Sponsor a statement of
any Unpaid Cure Claims Amount and corresponding Contracts,
including calculations.  The Plan Sponsor will to the extent
allowable under the Bankruptcy Code have the right to treat the
Unpaid Cure Claims Amount as a Disputed Claim to be administered
by the Plan Administrator.  The Plan Sponsor will, within 10 days
after presentment by the Plan Administrator of documentation
reflecting the determination of the Unpaid Cure Claims Amount, pay
to the Plan Administrator the Cash to be paid on account of the
Unpaid Cure Claim.

              Injunctions, Releases and Discharge

The injunctions and releases under the Modified Plan are amended
to provide that neither the Permanent Channeling Injunction, the
Asbestos Insurance Company Injunction nor the Modified Plan will
enjoin, alter, diminish or impair the rights of any Asbestos
Personal Injury Claimant to pursue the Claimant's treatment under
the Plan with respect to any Lien against any property of the
Debtors other than proceeds of an Asbestos Insurance Policy.

The section on the "Consensual Releases by Holders of Claims,
Demands and Interests" is intentionally omitted in the Modified
Plan.

           Debtors Reveals Plan Administrator, etc.

Pursuant to the Modified Plans, the Debtors have designated these
individuals:

  -- Joseph F. Lapinsky, as initial Plan Administrator,
     Liquidation Trustee, SCC Litigation Trustee, and presiding
     officer and sole member of Reorganized ASARCO.  He will
     receive $400 per hour of service as officer and member of
     Reorganized ASARCO;

  -- Al Wolin, David Levi and Ellen Pryor, as initial Asbestos
     Trustees;

  -- Steve Baron and Steve Kazan, as co-chairs, Al Brayton,
     Robert Phillips and Bryan Blevins as initial members of the
     Asbestos TAC; and

  -- Al Wolin, as presiding officer and sole director of
     Reorganized Covington.  He will receive no compensation for
     his service as officer and director of Reorganized
     Covington.

The Plan Sponsor has also disclosed that the initial officers
appointed for the Plan Sponsor on the Effective Date will be same
officers as are serving ASARCO on the Effective Date, but only to
the extent and for the periods as the officers will be willing to
serve.  If any officer is not willing to serve after the Effective
Date, the position will remain vacant until a successor is
appointed by the Plan Sponsor in due course after the Effective
Date.  The initial directors for the Plan Sponsor will be
Coimbatore Venkatakrishnan Krishnan and Tarun Jain.

                Debtors' Amended Plan Documents

In connection with their Modified Plans, the Debtors submitted
separate amended Plan Documents:

  -- dated as of August 20, 2009:

     * Glossary of Defined Terms for the Debtors' Plan
       Documents, Exhibit A-I to the Joint Disclosure Statement
       in support of the plans of reorganization for the
       Debtors; and

     * Form of SCC Litigation Trust Agreement, Exhibit 5 to the
       Debtors' Modified Plan;

  -- Debtors' Glossary dated August 23, 2009;

  -- dated as of August 24, 2009:

     * Form of Plan Administration Agreement;
     * Form of Liquidation Trust Agreement;
     * Form of the SCC Litigation Trust Agreement; and
     * New Plan Sponsor PSA;

  -- Debtors' Glossary dated August 27, 2009;

  -- dated as of August 27, 2009:

     * Form of Plan Administration Agreement;
     * Form of Liquidation Trust Agreement; and
     * Form of the see Litigation Trust Agreement; and

  -- Blacklined copy of the Amended Plan Administration
     Agreement dated as of August 27, 2009.

Clean and blacklined copies of the Amended Plan Documents are also
available for free at:

http://bankrupt.com/misc/ASARCO_AmendedPlanDocs_082009.pdf
http://bankrupt.com/misc/ASARCO_AmendedPlanDocs_082309.pdf
http://bankrupt.com/misc/ASARCO_CorrentedPlanDocs_082309.pdf
http://bankrupt.com/misc/ASARCO_AmendedPlanDocs_082409.pdf
http://bankrupt.com/misc/ASARCO_PlanDocs_082409_Blacklined.pdf
http://bankrupt.com/misc/ASARCO_AmendedGlossary_082709.pdf
http://bankrupt.com/misc/ASARCO_AmendedPlanDocs_082709.pdf
http://bankrupt.com/misc/ASARCO_PlanAdmin_Blacklined.pdf

              Parent Want Modified Plan Stricken

ASARCO Incorporated and Americas Mining Corporation ask Judge
Schmidt to strike the Debtors' Sixth Amended Joint Plan of
Reorganization with further modifications as of August 23, 2009,
which was filed long after the close of evidence and the deadline
for the parties' briefing in support of their plans.

After the evidence has closed and the Court-imposed briefing
deadline has passed, the Debtors, backed by Sterlite, unilaterally
and materially altered the Debtors' Sixth Amended Plan, Charles A.
Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, contends.  He alleges that the Debtors' Late-Filed
Plan is not a simple modification of the Debtors' Sixth Amended
Plan because in addition to raising new concerns about feasibility
and good faith, it substantively changes the structure and scope
of the Debtors' Sixth Amended Plan for ASARCO's liquidation, and
adds new material terms, like the additional $400 million deposit
by Sterlite, that were never disclosed to the parties or the Court
prior to the close of the Confirmation Hearing.

"This attempt to change the Debtors' Sixth Amended Plan on the eve
of closing arguments -- even though the parties, the Court, the
lawyers and the experts have had no opportunity to analyze and
test their new plan or its terms -- should not be permitted," Mr.
Beckham argues.  "Specifically, changing the scope and material
terms of the Debtors' Sixth Amended Plan after the close of
evidence is highly prejudicial to the Parent, is inconsistent with
the evidence presented at the confirmation hearing, and should not
be permitted," he adds.

As per the minutes of an August 24, 2009 hearing, Judge Schmidt
denied the Parent's request to strike.

                        Competing Plans

As reported by the Troubled Company Reporter, Sterlite Industries
(India) Ltd., on August 19 raised its bid for ASARCO LLC, by
pledging to pay all of the Company's unsecured debts in full, thus
matching an offer from Grupo Mexico SAB.  Under the plan backed by
ASARCO LLC, Sterlite would guarantee to pay unsecured debts of
Asarco LLC that are ultimately considered legitimate by Judge
Schmidt.

Grupo Mexico SAB on August 18 beefed up its offer for ASARCO LLC
to US$2.2 billion in cash.  Grupo Mexico said this offer
guarantees full payment for creditors.  Because the creditors are
no longer impaired, voting in favor of the Parent Plan is no
longer required as the creditors can be deemed to accept the Plan.

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

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

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

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

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

Judge Schmidt was scheduled to make a final decision as early as
August 31.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Parent Modifies 7th Amended Plan
--------------------------------------------
Asarco Incorporated and Americas Mining Corporation delivered to
the U.S. Bankruptcy Court for the Southern District of Texas their
Seventh Amended Plan of Reorganization for ASARCO LLC, Southern
Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO Master, Inc., on
August 20, 2009.

The Modified Plan provides that on the Plan's effective date, the
Parent and Reorganized ASARCO will enter into a Working Capital
Facility, which proceeds will be used to fund Reorganized ASARCO's
working capital needs, including satisfaction of any Distribution
Deficiency.  The Distribution Deficiency is defined as an amount,
if any, by which the ultimately determined aggregate Allowed
Amount of all Claims plus Post-Petition Interest and any other
amounts payable under the Parent's Plan exceeds the aggregate
amount of funds available to the Plan Administrator for
distribution to the holders of Allowed Claims.

From and after the Effective Date, the Reorganized ASARCO will
satisfy the Distribution Deficiency from its working capital and
from drawing upon the Working Capital Facility.  The Plan
Administrator will be vested with the right to enforce, on behalf
of the holders of Allowed Claims, the amount of any Distribution
Deficiency against Reorganized ASARCO, including enforcement of
rights pursuant to the Support Agreement between the Parent and
Grupo Mexico SAB de C.V.

Pursuant to the Support Agreement, Grupo Mexico has agreed to
promptly provide the Parent with funds in an amount equal to the
amount required to permit the Parent to deliver the Parent
Contribution in full and fund the Working Capital Facility.

On the Effective Date, all Claims and Demands against and
Interests in the Debtors will be satisfied, discharged, and
released in full, except that Reorganized ASARCO will remain
liable to the Parent's Plan Administrator, for the benefit of the
holders of Allowed Claims, for the full amount of the Distribution
Deficiency.

The exclusion of Baker Botts L.L.P., Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., Barclays Capital, Inc., H. Malcolm
Lovett, Jr., Edward Caine, Joseph F. Lapinsky, Douglas E.
McAllister, and their professionals from the ASARCO Protected
Parties has been deleted in the Modified Plan.

Clean and blacklined copies of the Modified Plans are available
for free at:

http://bankrupt.com/misc/ASARCOInc_7thAmendedPlan_082009.pdf
http://bankrupt.com/misc/ASARCOInc_7thPlan_082009_Blacklined.pdf

The Parent also submits a fully executed (i) Exhibit 24 - Grupo
Mexico Guarantee Agreement, and (ii) Exhibit 25 - Third Amended
and Restated Escrow Agreement as exhibits to the Modified Plan as
of August 20, 2009.  A copy of the Exhibits can be obtained for
free at http://bankrupt.com/misc/ASARCOInc_Exhs_24&25_082009.pdf

             Technical Amendments to Modified Plan

The Parent submitted to Court technical amendments to its Modified
Plan on August 23 and August 27, 2009.  Among the amendments are:

  -- the impairment of certain Classes of Claims;
  -- distributions to Allowed Claims;
  -- payment of interest of Bondholder Claims;
  -- certain modifications to the Parent's Glossary; and
  -- disclosure of directors, officers and administrators:

     * directors -- Carlos Ruiz Sacristan, Agustin Santamarina
       and Jorge Lazalde Psihas; and

     * officers -- Manuel E. Ramos Rada, as chief executive
       officer/chief operating officer, Oscar Gonzalez Barron,
       as chief financial officer; and

  -- Mark Roberts of Alvarez & Marsal, as the Parent's Plan
     Administrator.

The Parent also files with the Court copies of the amended Plan
Documents in connection with the technical modifications,
including the Revised Escrow Agreement and the Amended Grupo
Mexico Guarantee Agreement, as well as the conformed version of
the Parent's Modified Plan reflecting technical amendments and
other disclosures.

                        Competing Plans

As reported by the Troubled Company Reporter, Sterlite Industries
(India) Ltd., on August 19 raised its bid for ASARCO LLC, by
pledging to pay all of the Company's unsecured debts in full, thus
matching an offer from Grupo Mexico SAB.  Under the plan backed by
ASARCO LLC, Sterlite would guarantee to pay unsecured debts of
Asarco LLC that are ultimately considered legitimate by Judge
Schmidt.

Grupo Mexico SAB on August 18 beefed up its offer for ASARCO LLC
to US$2.2 billion in cash.  Grupo Mexico said this offer
guarantees full payment for creditors.  Because the creditors are
no longer impaired, voting in favor of the Parent Plan is no
longer required as the creditors can be deemed to accept the Plan.

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

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

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

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

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

Judge Schmidt was scheduled to make a final decision as early as
August 31.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASAT HOLDINGS: Forbearance Period Further Extended Until Sept. 29
-----------------------------------------------------------------
ASAT Holdings Limited said August 31 it has received an Extension
of Forbearance Period under the Forbearance Agreements dated as of
March 2, 2009 with certain of the Noteholders under the 9.25%
Senior Notes due 2011 issued by New ASAT (Finance) Limited and the
lenders under the Purchase Money Loan Facility.  The extended
duration of the Forbearance Agreements is for an additional period
of 30 consecutive days, commencing at 7:01 pm (New York City time)
on August 30, 2009 and expiring at 7:00 pm (New York City time) on
September 29, 2009.  The same terms and conditions of the original
Forbearance Period will stay in effect for the Additional
Forbearance Period.

Under the terms of the Forbearance Agreements, the Noteholders and
PMLA Lenders agree to forbear from exercising their rights and
remedies against the Company with respect to certain designated
defaults until after September 29, 2009, subject to certain early
termination events.  For further details regarding the terms of
the Forbearance Agreements, see ASAT Holdings' report on Form 6-K
dated March 2, 2009 furnished to the Securities and Exchange
Commission and available at http://www.sec.gov/

                     New Court Date Scheduled

As the Company previously announced on July 1, 2009, ASAT has
reached an agreement in principle with a majority of its creditors
on the terms of a consensual financial restructuring of the
obligations of New ASAT (Finance) Limited under the Notes and the
Company under the PMLA.

The restructuring of the Notes will be implemented through a
creditor scheme of arrangement in the Cayman Islands courts.  The
first court hearing is now currently scheduled for September 21,
2009.

                    About ASAT Holdings Limited

ASAT Holdings Limited (OTC Bulletin Board: ASTTY) --
http://www.asat.com/-- is a global provider of semiconductor
package design, assembly and test services. With 20 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines. ASAT's
advanced package portfolio includes standard and high thermal
performance ball grid arrays, leadless plastic chip carriers, thin
array plastic packages, system-in-package and flip chip. ASAT was
the first company to develop moisture sensitive level one
capability on standard leaded products.  The Company has
operations in the United States, Asia and Europe.


ASTORIA FINANCIAL: Fitch Cuts Individual Rating to 'C/D'
--------------------------------------------------------
Fitch Ratings has downgraded Astoria Financial Corp.'s long-term
and short-term Issuer Default Ratings to 'BBB-' from 'BBB+' and
'F3' from 'F2', respectively.  AF's banking subsidiary Astoria
Federal Savings and Loan's long-term IDR was downgraded to 'BBB'
from 'BBB+'.  The Outlook is Negative.

The actions reflect Fitch's belief that AF will continue to suffer
continued deterioration of asset quality over the next several
quarters, aggressive capital management and additional pressure on
operating performance.  In Fitch's view, rising unemployment and
continued pressure on residential housing will continue to
negatively affect asset quality metrics and require further
provisioning.  Additionally, the company's Alt-A portfolio,
primarily stated income verified asset mortgages, has had a
notable increase in delinquency over the last six months.  This
will in turn place pressure on operating performance and offset an
expansion of the net interest margin that has occurred over the
several quarters.  Overall profitability has been anemic due to
elevated provision and FDIC-related expenses, which has hampered
AF's ability to augment capital.  Further compounding capital
generation is the continued payout of dividends in excess of net
income, even with the 50% reduction of the dividend during the
first quarter of 2009.  Fitch believes the inherent risk in the
loan portfolio has increased without a commensurate increase to
the capital base.  AF's asset quality has performed relatively
well when compared to peers due to strong underwriting.
Consequently, while peers have had significant loan losses placing
pressure on performance, AF has remained profitable through a
turbulent operating environment.

The two-notch downgrade of AF reflects Fitch's concerns regarding
management of liquidity at the holding company needed to service
its senior unsecured and junior subordinated securities.  In
Fitch's estimation, at Dec.  31, 2008, marketable assets available
for debt service would only allow for an approximate one-year of
payments on the aforementioned debt.  AF is currently receiving
quarterly approvals from its primary regulator to advance
dividends to the holding company from the bank.  There is no
assurance this approval will continue, and if this source of cash
were to be stopped, Fitch views the risk of deferral of the trust
preferred securities as elevated.

The Negative Outlook reflects Fitch's view on the potential rating
implications if profitability does not allow for capital
generation, at a time when the risk of losses from the loan
portfolio has increased.  Additionally, Fitch is concerned about
the management of liquidity at the holding company and the
implications it may have on debt service of its obligations, which
in turn increases deferral risk of the trust preferred securities.

Fitch has taken these rating actions:

  -- Long-Term IDR downgraded to 'BBB-' from 'BBB+';
  -- Short-Term IDR downgraded to 'F3' from 'F2';
  -- Individual Rating downgraded to 'C/D' from 'B/C';
  -- Senior unsecured downgraded to 'BBB-' from 'BBB+';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- Outlook Negative.

Astoria Federal Savings & Loan:

  -- Long-Term IDR downgraded to 'BBB' from 'BBB+';
  -- Long-term Deposits downgraded to 'BBB+' from 'A-';
  -- Short-Term IDR affirmed at 'F2';
  -- Short-Term Deposits affirmed at 'F2';
  -- Individual Rating downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- Outlook Negative.

Astoria Capital Trust I

  -- Preferred stock downgraded to 'BB-' from 'BBB'.


BANKER'S STORE: Delays Filing of May 2009 Annual Report
-------------------------------------------------------
The Banker's Store, Inc., said its annual report on Form 10-K for
the fiscal year ended May 31, 2009, cannot be filed within the
prescribed time period due to the accountants requiring additional
time to prepare the financial statements of the Company.

                       Going Concern Doubt

At February 28, 2009, the Company's balance sheet showed total
assets of $2,273,311, total liabilities of $2,196,847 and
stockholders' equity of $76,464.

The Company incurred net loss, negative cash flows from operations
of $721,279, exclusive of the effects of the acquisition of
Chesscom Consultant's Inc. of $437,811, for the nine month period
ended February 28, 2009, and an accumulated deficit of $1,153,135
as of February 28, 2009.  The Company related that these factors
may indicate that the Company may be unable to continue as a going
concern.  The Company's continued existence is dependent upon
management's ability to develop profitable operations and resolve
its liquidity problems.

                       About Banker's Store

The Banker's Store, Inc., was established in 1968.  It remained
dormant for many years until it completed the acquisition of B.G.
Banking Equipment, Inc., and Financial Building Equipment
Exchange, Inc.  These acquisitions introduced the company to the
business of buying, selling, refurbishing and trading new and
refurbished financial equipment for banks and other financial
institutions.  Pursuant to the June 2008 Board of Directors
resolution the company expanded its Corporate Information
Statement to pursue other lines of business including security,
ecommerce, power, energy and transportation.


BANKUNITED FINANCIAL: Committee Wants to Probe Officers
-------------------------------------------------------
The official committee of unsecured creditors formed in the
Chapter 11 cases of BankUnited Financial Corp. asks the Bankruptcy
Court for authority to probe and pursue claims against officers
and directors of the Company, Dawn McCarty at Bloomberg News
reports.  The Committee seeks to look into claims arising from
alleged breaches of duty by current and former officers and
directors and pre-bankruptcy professionals.

BankUnited Financial Corp. -- http://www.bankunited.com/-- was
the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co.  BankUnited, FSB, had assets of
$12.8 billion and deposits of $8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  The U.S. Trustee for Region 21 appointed
three creditors to serve on an official committee of unsecured
creditors.  Corali Lopez-Castro, Esq., David Samole, Esq., at
Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at
Kilpatrick Stockton LLP, serve as the Committee's counsel.

In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.


BASELINE OIL: Files for Chapter Due to Economic Turmoil, Cash Woes
------------------------------------------------------------------
Baseline Oil & Gas Corp. said August 31 that it has filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of Texas, Houston Division.  The
Company will continue to manage its properties and operate its
businesses in the ordinary course throughout the Chapter 11
process while the Company seeks confirmation of its reorganization
plan under the jurisdiction of the Bankruptcy court.

The Chapter 11 Case was filed pursuant to a Plan Support and Lock-
Up Agreement, dated as of July 17, 2009, among the Company and
holders of more than 85% of the outstanding principal amount of
the Company's 15% Senior Secured Notes due 2009 and its 12.5%
Senior Secured Notes due 2012. Pursuant to the Plan Support
Agreement, on July 21, 2009 the Company commenced a solicitation
of the holders of all its Senior Notes, as the only class of
claimants not deemed to have accepted or rejected the Company's
proposed prepackaged plan of reorganization pursuant to the
Bankruptcy Code.  The Prepetition Solicitation was held open for
30 days.  As part of the Prepetition Solicitation, all Prepetition
Noteholders received a copy of the Plan, the related disclosure
statement (together with various exhibits thereto, the "Disclosure
Statement") and a ballot requesting each Prepetition Noteholder to
(i) accept or reject the Plan and (ii) elect to participate or
decline to participate in the proposed Exit Financing (as
described in the Plan).  The solicitation period terminated on
August 20, 2009, at which time the Company received ballots from
Prepetition Noteholders holding in excess of $107.3 million of the
$122.8 million aggregate amount of Senior Notes outstanding. The
Plan was accepted by one hundred percent (100%) in number and one
hundred percent (100%) in aggregate principal amount of the
Prepetition Noteholders that returned ballots (the "Approving
Noteholders"). The Approving Noteholders also elected to
participate in the Exit Financing.

The Company was compelled to seek a restructuring as a result of
its inability to repay its Senior Notes that had become due and
payable as a result of a change of control that occurred in July
2008.  A number of factors, most notably the general economic
turmoil that occurred in the U.S. and global credit markets in
late 2008 and early 2009, as well as steeply declining commodity
prices and the Company's development drilling results, precluded
the Company from obtaining the necessary financing to repay its
Senior Notes in accordance with their terms. At June 30, 2009, the
Company's current liabilities ($138.6 million) grossly exceeded
its current assets ($2.96 million).

As the Company proceeds with its financial restructuring, the
Company expects, based on current commodity prices, that its cash
on hand and cash from operating activities will be adequate to
fund its projected cash needs, including the payment of operating
costs and expenses.

In addition to the filing of the Chapter 11 Case, the Company
asked the Bankruptcy court to consider several "first day" motions
on an expedited basis benefiting its employees, royalty owners,
vendors, and other service providers.  Importantly, the Company
intends, under the plan of reorganization, to pay all its royalty
owners, vendors and other service providers in full, whether their
claims arose prior to or after the filing of the Chapter 11 cases,
and to continue paying its employees' salaries and benefits and to
maintain its cash management systems.

Upon consummation of the Plan, $5 million of new capital will be
provided to the Company by way of Exit Financing provided by
certain Prepetition Noteholders of the Company.

Upon consummation of the Plan, all current equity will be
cancelled for no consideration and the Company will cease filing
periodic and other reports with the Securities and Exchange
Commission.

The Plan provides for the Prepetition Noteholders to receive
securities in the reorganized Debtor, consisting of new 10%
subordinated secured notes, shares of junior preferred stock and
shares of new common stock. Prepetition Noteholders electing to
participate in the Exit Facility will also receive new Series A
20% senior secured notes new Series B 20% senior secured notes and
shares of senior preferred stock.

The Company has retained Thompson & Knight LLP as legal counsel,
and Grant Thornton LLP as financial advisor.

                        About Baseline Oil

Baseline Oil & Gas Corp. (OTC BB: BOGA) is an independent oil and
natural gas company engaged in the exploration, production,
development, acquisition and exploitation of natural gas and crude
oil properties.  The Company has interests in three core areas:
the Eliasville Field located in Stephens County in North Texas;
the Blessing Field in Matagorda County located onshore along the
Texas Gulf Coast, and the New Albany Shale play located in
Southern Indiana.  Its core properties cover approximately 39,945
net acres. As of December 31, 2008, the Company's proved reserves
were 60.2 billion cubic feet equivalent (Bcfe), of which 46.5%
were natural gas and 68.2% were proved developed.  During the year
ended December 31, 2008, it produced 2.8 Bcfe and had a proved
reserve reduction of 6.7 Bcfe as a result of reserve revisions.

Baseline Oil filed a voluntary petition for reorganization under
Chapter on August 28, 2009 (Bankr. S.D. Tex. Case No. 09-36291).
Attorneys at Thompson & Knight LLP represent Baseline Oil in its
restructuring effort.

Baseline Oil had total assets of $80,053,903 against total debts
of $138,913,478 as of June 30, 2009.


BASELINE OIL: Has Noteholders' Support for Prepackaged Plan
-----------------------------------------------------------
Prior to filing for bankruptcy, Baseline Oil & Gas Corp. entered
into a Plan Support and Lock-Up Agreement dated as of July 17,
2009 with the holders of more than 85% of the outstanding
principal amount of its 15% Senior Secured Notes due 2009 and our
12.5% Senior Secured Notes due 2012.  Pursuant to the Plan Support
Agreement, the Consenting Holders agreed to vote in favor of and
support a proposed plan of reorganization of the Debtor under the
Bankruptcy Code that is consistent in all material respects with
the Prepackaged Plan of Reorganization Pursuant to Chapter 11 of
the Bankruptcy Code of Baseline Oil & Gas Corp. that we filed with
the Bankruptcy Court on August 28, 2009.  The Consenting Holders
also agreed to make a $5 million exit facility available to the
Company upon consummation of the Plan.  The Plan Support Agreement
may be terminated under certain circumstances by the Consenting
Holders, including if (i) the Bankruptcy Court does not confirm
the Plan on or prior to September 25, 2009; and (ii) the Debtor
does not consummate the restructuring transactions provided for in
the Plan on or prior to September 30, 2009.

Pursuant to the Plan Support Agreement, on July 21, 2009 the
Debtor commenced a solicitation of the holders of all its Senior
Notes, as the only class of claimants not deemed to have accepted
or rejected the Plan pursuant to the Bankruptcy Code.  The
Prepetition Solicitation was held open for 30 days.  As part of
the Prepetition Solicitation, all Prepetition Noteholders received
a copy of the Plan, the related disclosure statement and a ballot
requesting each Prepetition Noteholder to (i) accept or reject the
Plan and (ii) elect to participate or decline to participate in
the proposed Exit Financing.  The solicitation period terminated
on August 20, 2009, at which time we received ballots from
Prepetition Noteholders holding in excess of $107.3 million of the
$122.8 million aggregate amount of Senior Notes outstanding.  The
Plan was accepted by 100% in number and 100% in aggregate
principal amount of the Prepetition Noteholders that returned
ballots.  The Approving Noteholders also elected to participate in
the Exit Financing.

The Plan

The material terms of the Plan as accepted by the Approving
Noteholders in the Prepetition Solicitation include, among other
things, that:

   -- Prepetition Noteholders Claims. The claims of the
Prepetition Noteholders (Class 4 under the Plan) are impaired.
Upon the later of (x) the Effective Date of the Plan and (y) the
date on which the claim of a class 4 claim becomes an Allowed
Claim under applicable law, each holder of a Class 4 Allowed Claim
shall be entitled to receive securities in the reorganized Debtor,
consisting of: (i) new 10% Subordinated Secured Notes; (ii) shares
of Junior Preferred Stock; and (iii) shares of New Common Stock.
As further set forth in the Plan and Disclosure Statement, the
allocation of such securities among the Prepetition Noteholders is
subject to the election of a Prepetition Noteholder to participate
or not in the Exit Facility.

   -- Exit Facility.  All Prepetition Noteholders were offered the
opportunity to participate in an exit financing where $5 million
of new cash will be made available to the Company on the Effective
date. As stated above, Prepetition Noteholders holding in excess
of 85% of our Senior Notes elected to so participate.  In addition
to those securities set forth above, the Exit Facility Lenders
will also receive (i) new Series A 20% Senior Secured Notes; (ii)
new Series B 20% Senior Secured Notes; and (iii) shares of Senior
Preferred Stock.

   -- Trade Creditors and Customers.  The Debtor expects to
continue normal operations during the Chapter 11 Case.  The Plan
contemplates payment in full of claims held by trade creditors and
uninterrupted performance of agreements with customers in
accordance with existing business terms.

   -- Cancellation of Existing Equity; Cessation as Publicly
Reporting Company. On the Effective Date, all existing equity in
the Debtor will be cancelled for no consideration and the Company
will no longer file periodic and or other reports with the
Securities and Exchange Commission.

   -- Administrative, Tax and other Priority Claims.  These claims
are not impaired and each holder of an allowed Administrative, Tax
or other Priority Claim is to be paid in full, in cash, under the
Plan.

   -- Royalty and other Secured Claims.  These claims are not
impaired and each holder of an allowed Royalty or other Secured
Claim shall be paid in full, in cash under the Plan.

The Debtors have requested that the Bankruptcy Court confirm the
Plan as quickly as possible.  However, the Plan will be subject to
obtaining all necessary approvals, including but not limited to
judicial determinations of confirmability, and there can be no
assurance, therefore, as to how long it may take to complete the
Debtor's reorganization process.

A copy of the Prepackaged Plan is available for free at:

           http://researcharchives.com/t/s?43ac

                        About Baseline Oil

Baseline Oil & Gas Corp. is an independent oil and natural gas
company engaged in the exploration, production, development,
acquisition and exploitation of natural gas and crude oil
properties.  The Company has interests in three core areas: the
Eliasville Field located in Stephens County in North Texas; the
Blessing Field in Matagorda County located onshore along the Texas
Gulf Coast, and the New Albany Shale play located in Southern
Indiana.  Its core properties cover approximately 39,945 net
acres. As of December 31, 2008, the Company's proved reserves were
60.2 billion cubic feet equivalent (Bcfe), of which 46.5% were
natural gas and 68.2% were proved developed.  During the year
ended December 31, 2008, it produced 2.8 Bcfe and had a proved
reserve reduction of 6.7 Bcfe as a result of reserve revisions.

Baseline Oil filed a voluntary petition for reorganization under
Chapter on August 28, 2009 (Bankr. S.D. Tex. Case No. 09-36291).
Attorneys at Thompson & Knight LLP represent Baseline Oil in its
restructuring effort.

Baseline Oil had total assets of $80,053,903 against total debts
of $138,913,478 as of June 30, 2009.


BASELINE OIL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Baseline Oil & Gas Corp.
           fdba College Oaks Investments, Inc.
        P.O. Box 672906
        Houston, TX 77267

Case No.: 09-36291

Type of Business: The Debtor operates an independent oil and gas
exploration and development company.

Chapter 11 Petition Date: August 28, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Demetra L. Liggins, Esq.
            Thompson & Knight LLP
            333 Clay St., Suite 3300
            Houston, TX 77002
            Tel: (713) 654-8111
            Fax: (713) 654-1871
            Email: Demetra.Liggins@tklaw.com

            Millie A. Sall, Esq.
            Thompson & Knight LLP
            333 Clay Street, Suite 3300
            Houston, TX 77002
            Tel: (713) 951-5852
            Email: millie.sall@tklaw.com

            Rhett G. Campbell, Esq.
            Thompson & Knight
            333 Clay St., Ste. 3300
            Houston, TX 77002-4499
            Tel: (713) 654-8111
            Email: campbellr@tklaw.com

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

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

According to the schedules, the Company has assets of at least
$48,500,000, and total debts of $138,913,478.

The petition was signed by Thomas R. Kaetzer, the company's chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
A-Texian Compressor, Inc.                             $29,817

AGA Services, Inc.                                    $7,576

Arnold Oil Company                                    $5,778

Basic Energy Services LP                              $15,286

Borets Weatherford US, Inc.                           $54,560

Brazos River Authority                                $3,853

Breckenridge Services                                 $4,517

CC Forbes Co., LP.                                    $23,662

CDI Energy Services                                   $70,301

Champion Technologies                                 $94,411

Compressor Systems, Inc.                              $16,681

Fox Tank Company                                      $10,625

Howe Excavation                                       $4,350

J & J Oilfield Electric Co.                           $58,111

Production Pump                                       $6,175

Shack Acidizing                                       $7,871

Texan Tank Trucks                                     $4,020

The Banks Group, Inc.                                 $6,951

Valerus Compression Services                          $4,871

WCG Consulting, LLC                                   $11,640


BASHAS' INC: Hires Hilco to Evaluate, Renegotiate Leases on Stores
------------------------------------------------------------------
Bashas' Inc. has hired real-estate consultant Hilco Real Estate
LLC to help it evaluate and renegotiate leases on its 125
remaining stores, The Arizona Republic reports.

According to The Arizona Republic, Hilco Real could help minimize
the number of stores that Bashas' is ultimately forced to close to
emerge from Chapter 11 bankruptcy protection.  The Arizona
Republic says that Bashas' has closed, or disclosed plans to close
30 stores.  Bashas' could have more shutdowns, the report states,
citing Company President Mike Proulx.

Bashas, says The Arizona Republic, acknowledged that it kept
underperforming stores open too long to protect jobs, while
aggressively building new ones in areas where population growth
hasn't materialized.

Citing Bashas' lawyer Michael McGrath, The Arizona Republic states
that marginal stores could be shut down if lease terms can't be
renegotiated.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BERNARD MADOFF: Liquidator May Claw Back Charities' Profits
-----------------------------------------------------------
Irving H. Picard, trustee for the liquidation of the business of
Bernard L. Madoff Investment Securities LLC and for Bernard L.
Madoff, told Bloomberg he might sue charities that took out more
money than they invested with the imprisoned con man to force them
to return the difference.  Charities aren't exempt from such
"avoidance actions," Mr. Picard said in an e-mail to Bloomberg.

According to Erik Larson and Linda Sandler at Bloomberg, Mr.
Picard by law must file clawback suits against investors that
profited from the fraud at BLMIS, even if they weren't aware of
his $65 billion Ponzi scheme.

Mr. Picard, Bloomberg notes, so far has only pursued charities
that he claims should have known about the fraud.  He sued
longtime Madoff investor Jeffry Picower, a philanthropist and
lawyer, in May for allegedly taking fake profit of $6.7 billion
for himself and his affiliates over a 20-year period.  His charity
is now closed.

                      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: HSBC Wants Picard Claims in Offshore Suits Dropped
------------------------------------------------------------------
HSBC Holdings Plc asked the U.S. Bankruptcy Court for the Southern
District of New York to dismiss claims against it in lawsuits
filed by the trustee of Bernard L. Madoff Investment Securities
LLC against it and two hedge-fund firms.  "The HSBC defendants at
all times acted as mere conduits for payment transfers between
BLMIS and Alpha Prime and at no time had dominion or control over
any of the funds," HSBC said in the filing, according to Erik
Larson at Bloomberg News.  The bank made a similar statement in a
filing in the Primeo case.

As reported by the Troubled Company Reporter on July 17, 2009,
Irving Picard, the trustee appointed under the Securities Investor
Protection Act to liquidate BLMIS, sued Bermuda-based Alpha Prime
Fund Limited for allegedly receiving almost US$213 million in
transfers from the Madoff firm in the past two years.  According
to the report, Mr. Picard alleged that HSBS and its unit were
conduits for the shifting of money from Madoff to Alpha Prime.
Mr. Picard's complaint said that from January 2005 to December 11,
2008 -- the day Mr. Madoff was arrested and was sued by the U.S.
Securities and Exchange Commission -- Alpha Prime received
transfers via HSBC and beneficial tax payments of almost US$213
million.  HSBC, its subsidiary and other unnamed entities invested
US$227.6 million with a Madoff firm on behalf of Alpha Prime
starting in June 2003, according to the complaint.

Mr. Picard filed a separate suit against HSBC and Cayman Islands-
based Primeo to recover as much as US$150 million.  Mr. Picard
said, "Hedge funds and funds of funds like Primeo were
sophisticated investors" and they "knew or should have known that
Madoff's investment advisory business was predicated on fraud."

Mr. Picard has already issued default notices against the two
offshore hedge funds for their failure to timely respond to the
lawsuits.

                      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.


BEVERLY KAY HOTEL: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Beverly Kay Hotel Investments, LLC
        C/O M.J. Blank
        5455 Wilshire Blvd., Suite 718
        Los Angeles, CA 90036

Bankruptcy Case No.: 09-33159

Chapter 11 Petition Date: August 28, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Paul R. Shankman, Esq.
                  21515 Hawthorne Blvd., Ste. 1150
                  Torrance, CA 90503
                  Tel: (310) 316-0500
                  Email: pshankman@jhindslaw.com

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

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

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

            http://bankrupt.com/misc/cacb09-33159.pdf

The petition was signed by Beverly K. Blank, LLC managing member
of the Company.


BIO-KEY INT'L: Sells Law Enforcement Division to InterAct911
------------------------------------------------------------
BIO-key International, Inc., has entered into an Asset Purchase
Agreement to sell its Law Enforcement Division to InterAct911
Mobile Systems, Inc., an affiliate of privately held InterAct
Public Safety Systems for $11 million.  The sale, which is subject
to customary closing conditions, including BIO-key shareholder
approval, will allow BIO-key to take advantage of the rapidly
growing biometric and identity management market by focusing on
its biometric solutions.

The Buyer will pay the Company $11 million for the Business, of
which $7 million is payable in cash at the closing of the
transactions contemplated by the Purchase Agreement.  The Buyer
will issue a promissory note in the original principal amount of
$4 million in favor of the Company.  The Note is to be paid in
three equal annual installments beginning on the first anniversary
of the closing and will bear interest, payable on a quarterly
basis, at a rate per annum equal to 6% compounded annually on the
principal sum from time to time outstanding.  The Note will be
guaranteed by InterAct911 Corporation and its owner SilkRoad
Equity, LLC, a private investment firm, and secured by all of the
intellectual property assets of the Business being transferred to
the Buyer as part of the Asset Sale.  In addition, at the closing
of the Asset Sale, the Company will issue to SilkRoad a warrant to
purchase up to 8 million shares of the Company's common stock at a
cash purchase price of $0.30 per share.  This warrant will expire
on the fifth anniversary of the closing.

The Purchase Agreement provides for the Buyer to acquire
substantially all of the assets relating to the Business,
including the Company's customer contracts, intellectual property,
accounts receivables, equipment, inventories, software,
technologies, communication systems and goodwill relating to the
Business, and to assume certain specified liabilities as set forth
in the Purchase Agreement.  The Company and InterAct Public Safety
Systems, an affiliate of Buyer, have collaborated on many projects
in the past, including partnership arrangements in which products
used in the Business (including elements of the MobileCop(R),
PocketCop(R), MobileRescue(TM), MobileOffice(TM), and
InfoServer(TM) product lines) have been integrated with those of
InterAct Public Safety Systems and sold to law enforcement
agencies and other emergency response customers.  Outside of those
commercial dealings, there are no material relationships among the
Company and Buyer or any of their respective affiliates other than
in respect of the Purchase Agreement and the related ancillary
agreements.

The closing of the Asset Sale is conditioned upon the Company's
receipt of the approval of its stockholders as well as the
satisfaction of certain other customary closing conditions.  The
Purchase Agreement may be terminated by either the Company or the
Buyer if the closing has not occurred by January 31, 2010 or upon
the occurrence of certain customary events as set forth in the
Purchase Agreement.

The Company currently expects to hold a special meeting of its
stockholders and that, if the stockholders approve the Asset Sale
and the other conditions are satisfied, the Asset Sale would close
during the fourth quarter of 2009.  In addition, if the Purchase
Agreement is terminated under certain circumstances, including a
determination by the Company's Board of Directors to accept an
acquisition proposal it deems superior to the Asset Sale, the
Company has agreed to pay Buyer a termination fee equal to
$1 million.

"We see enormous potential emerging in the biometrics market. Our
relationships with premier partners and customers like Sagem,
McKesson, Radiant Systems, ATT, Lexis-Nexus, blood banks and
international resellers make us well positioned for growth", said
Mike DePasquale, BIO-key's CEO.  "The industry is waiting for
decisions from two of the largest and most prominent biometric
opportunities in the world and the winner of one or both of these
Federal projects will gain international credibility and
technological validation.  We believe our leadership VST(R) finger
biometric software combined with our technology partner's
solutions has us well positioned in these opportunities.  Beyond
that, we are confident that we can compete and win large scale
biometric projects on a global basis as well providing robust
physical and cyber security solutions."

The market need for security and identity management solutions
that can't be lost, forgotten or stolen is beginning to grow
rapidly.  The most recent report issued by the International
Biometrics Group projects that annual biometric industry revenues
will grow from $3.4 Billion in 2009 to $9.4 Billion by 2014.

Mr. DePasquale added, "This sale gives us the opportunity to
become a leading, growing and profitable biometric company by
focusing all our resources and investments in the high-growth,
high-margin biometrics market with a net debt-free balance sheet
at closing and adequate cash capability to invest in marketing our
biometric capabilities."

BIO-key's products have long been part of the InterAct Public
Safety System's Connections Framework, a collection of seamlessly
integrated products that vastly improve the efficiency of
emergency response operations, such as CAD, Geographic Information
Systems, Records Management Systems, and Next Generation 9-1-1
phone controllers.

"As a result of this acquisition, we have the unique opportunity
to deliver the most advanced mobile law enforcement solution to
ever hit the market, and to introduce a new population of
customers to the advantages inherent in the InterAct Connections
Framework," said InterAct Public Safety Systems Executive Chairman
and CEO Andrew J. "Flip" Filipowski, a highly regarded and
successful high-tech entrepreneur, philanthropist, and industry
visionary. (Flip founded and grew PLATINUM Technology into the 8th
largest software company and sold it to Computer Associates for $4
billion.).  "Looking ahead, we will build on the best attributes
of both mobile product suites to give first responders the most
advanced resources with which they can protect their communities."

Kaufman Bros., L.P. acted as exclusive financial advisor to
BIO-key in connection with the transaction.

A full-text copy of the Asset Purchase Agreement is available at
no charge at http://ResearchArchives.com/t/s?43ae

                   About InterAct Public Safety

Founded in 1975, InterAct Public Safety Systems --
http://www.interact911.com/-- provides integrated multi-agency,
multi-jurisdictional public safety and homeland security systems
technology.

                    About BIO-key International

BIO-key International, Inc. (OTC Bulletin Board: BKYI) --
http://www.bio-key.com/-- headquartered in Wall, New Jersey,
develops and delivers advanced identification solutions and
information services to law enforcement departments, public safety
agencies, government and private sector customers.  More than
1,000 police departments in North America use BIO-key solutions,
making BIO-key the leading supplier of mobile and wireless
solutions for law enforcement.


BIOJECT MEDICAL: To Hold Annual Shareholders' Meeting on Oct. 22
----------------------------------------------------------------
The annual meeting of the shareholders of Bioject Medical
Technologies Inc. will be held on October 22, 2009, at 9:00 a.m.,
Pacific Time, at its Corporate office, located at 20245 SW 95th
Avenue, in Tualatin, Oregon, for these purposes:

     (i) to elect two members of the Board of Directors for a term
         of three years;

    (ii) to amend the 2000 Employee Stock Purchase Plan to
         increase the number of shares available for issuance
         under the 2000 Employee Stock Purchase Plan;

   (iii) to amend the 1992 Stock Incentive Plan to increase the
         number of shares available for issuance under and to
         extend the expiration date of the 1992 Stock Incentive
         Plan;

    (iv) to approve an amendment to our 2002 Amended and Restated
         Articles of Incorporation to increase the number of
         authorized shares of preferred stock; and

     (v) to transact such other business as may properly come
         before the meeting or any adjournment of the meeting.
         Only holders of common stock and preferred stock of
         record at the close of business on August 25, 2009, will
         be entitled to vote at the Annual Meeting and any
         adjournments thereof.

On August 7, 2009, Joseph F. Bohan III notified Bioject Medical
that he would not be standing for re-election at the Company's
2009 Annual Meeting.  Mr. Bohan will remain a member of the
Company's board of directors until the date of its 2009 Annual
Meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?43af

On August 14, 2009, Bioject Medical entered into Convertible
Subordinated Promissory Note Third Extension Agreements with each
of Life Sciences Opportunities Fund II (Institutional), L.P. and
Life Sciences Opportunities Fund II, L.P., relating to those two
Convertible Subordinated Promissory Notes, dated as of December 5,
2007, issued by Bioject to the LOF Funds in the aggregate
principal amount of $600,000.  The Third Extensions extended the
maturity date of the Notes from August 15, 2009, to August 31,
2009.

                        Going Concern Doubt

As reported by the Troubled Company Reporter on August 12, 2009,
Bioject reported revenues of $1.7 million for the second quarter
ended June 30, 2009, unchanged from the comparable 2008 period.
The Company reported a net loss of $301,000 in the second quarter
of 2009 compared to a net loss of $916,000 in the second quarter
of 2008.

For the six months ended June 30, 2009, Bioject reported revenues
of $3.7 million compared to revenues of $3.5 million in the
comparable period of 2008.  The six month 2009 operating loss was
$283,000 compared to $1.5 million in the comparable period of
2008.  Net loss allocable to common shareholders was $550,000, or
$0.03 per share, in the six-month period ended June 30, 2009
compared to $1.8 million, or $0.11 per share, in the comparable
period of 2008.

As of June 30, 2009, the Company had $5.6 million in total assets;
$3.2 million in total current liabilities, $1.3 million in
deferred revenues, and $373,000 in other long-term liabilities;
and $636,000 in stockholders' equity.  At June 30, 2009, Cash and
cash equivalents totaled $1.3 million and accumulated deficit is
$121.6 million.

In its Form 10-Q report filed August 13, the Company noted that
due to its limited amount of additional committed capital,
recurring losses, negative cash flows and accumulated deficit, the
report of its independent registered public accounting firm for
the year ended December 31, 2008 expressed substantial doubt about
our ability to continue as a going concern.

The Company said it continues to monitor our cash and has
previously taken measures to reduce expenditure rate, delay
capital and maintenance expenditures and restructure its debt.
However, even if it is able to defer, convert or restructure debt,
the Company expects needing to do one or more of the following to
provide additional resources in the third quarter of 2009:

     -- secure additional short-term debt financing;
     -- secure additional long-term debt financing;
     -- secure additional equity financing;
     -- secure a strategic partner; or
     -- reduce operating expenditures.

A full-text copy of the Form 10-Q report is available at no charge
at http://ResearchArchives.com/t/s?43b0

Bioject Medical Technologies Inc., based in Portland, Oregon,
develops and manufactures needle-free injection therapy systems.
Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows and accumulated
deficit, the report of its independent registered public
accounting firm for the year ended December 31, 2008, expressed
substantial doubt about the Company's ability to continue as a
going concern.


BIOLIFE SOLUTIONS: December 31 Balance Sheet Upside-Down by $5MM
----------------------------------------------------------------
BioLife Solutions, Inc.'s balance sheet at Dec. 31, 2008, showed
total assets of $1.17 million and total liabilities of
$6.34 million, resulting in a shareholders' deficit of
$5.17 million.

For the year ended Dec. 31, 2008, the Company posted a net loss of
$2.77 million compared with a net loss of $2.85 million for the
same period in 2007.

On March 24, 2009, Peterson Sullivan LLP in Seattle, Washington
expressed substantial doubt about BioLife Solutions, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2008,
and 2007.  The auditor noted that the Company was unable to
generate sufficient income from operations in order to meet its
operating needs.  Additionally, the Company used $2.10 million in
cash for operating activities during the year ended Dec. 31, 2008,
and has an accumulated deficit of $47.00 million at Dec. 31, 2008.

The Company filed with the Securities and Exchange Commission an
amendment to its annual report ended Dec. 31, 2008, to amend:

   a) Item 9A to include required disclosure regarding the auditor
      attestation report of the registered public accounting firm
      and disclose that management's assessment of internal
      control of financial reporting concluded that its controls
      were effective; and

   b) the contents of the certifications required pursuant to Rule
      13a-14 of the Securities Exchange Act of 1934, as amended.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?4399

BioLife Solutions, Inc. (OTC:BLFS) develops and markets
hypothermic storage and cryopreservation solutions for cells,
tissues and organs.  The Company's HypoThermosol and CryoStor
biopreservation media products are marketed to companies,
laboratories and academic institutions engaged in research and
commercial clinical applications.  The Company's line of serum-
free and protein-free biopreservation solutions are fully defined
and formulated to reduce preservation-induced, delayed-onset cell
damage and death. HypoThermosol is a family of cell-specific,
hypothermic (2-8 degree Celsius) biopreservation media that allows
for the preservation of biologic source material and manufactured
cell- and tissue-based clinical products.


BRAINHUNTER INC: Defaults Under Standstill Agreement
----------------------------------------------------
Brainhunter Inc. has received written notice from its chartered
bank that the Company is in default under the Standstill Agreement
executed on April 3, 2009, as amended on July 29, 2009  for
failure to comply with certain covenants, including covenants
relating to the financial position and results of operation of the
Company, as well as the obtaining of a letter of intent for the
sale or refinancing of the Company in a timely manner.

As a result of the covenant breaches under the Standstill
Agreement, an Enforcement Event has occurred under the Standstill
Agreement and the Company is prohibited from making any
distribution to the holders of its approximately $10.7 million in
term promissory notes.  In addition, the Company's bank has
delivered a Senior Default Notice to the term promissory
noteholders advising that due to the Company's default, the
Company is prohibited from making, and the term promissory
noteholders shall not accept, any payment of any distribution
until the bank has been paid in full.

In the bank's default notice letter, it states that although the
bank does not waive any of its Enforcement Rights, it does not
anticipate pursuing its Enforcement Rights in the immediate
future.  To date, the bank has not exercised its Enforcement
Rights or demanded repayment of the principal owing on the $26
million operating credit facility.

Certain events of default are also continuing between the Company
and its term lender under its $5.6 million subordinated term
debenture.  To date, the Company's term lender has refrained from
exercising its enforcement rights.

The Company has received several proposals from parties with
respect to the previously announced process to seek strategic or
refinancing alternatives. The Company continues to explore and
discuss these proposals with the respective interested parties.

Brainhunter continues to take steps to reduce its operating costs
and improve efficiencies. It also continues to review strategic
alternatives and evaluate various expressions of interest with
Ernst & Young Orenda Corporate Finance, its advisor in this
process.

                     About Brainhunter Inc.

Brainhunter Inc. (TSX:BH) is specialized in the provision of
staffing solutions (contingent staffing, managed staffing,
permanent staffing and staffing software solutions) to major
companies and governments in Canada and the U.S. Currently, the
largest part of the business is providing IT and engineering
staffing consultants, on a contract basis, to major companies and
government entities in Canada.  The Company also sells recruiting
related software including applicant tracking systems, vendor
management software, and job board software.  Brainhunter deploys
over 1,400 contractors with an internal staff of over 170
personnel. Operations are ISO 9001:2000 Certified.


BRIER CREEK MEDICAL: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brier Creek Medical Associates Two, LLC
        401 Pennsylvania Parkway
        Indianapolis, IN 46280

Bankruptcy Case No.: 09-12760

Debtor-affiliates filing separate Chapter 11 petitions August 29,
2009:

        Entity                                     Case No.
        ------                                     --------
Brier Creek Medical Associates, LLC                09-12761
Brier Creek Medical Partners Two, LLC              09-12762
Brier Creek Medical Partners, LLC                  09-12763
Brownsburg Station Partners, LLC                   09-12764
MCP Partners Three, LLC                            09-12765
Meridian Medical Associates Two, LLC               09-12766
Meridian Medical Partners Two, LLC                 09-12767
Middleburg Heights Medical Associates, LLC         09-12768
Middleburg Heights Medical Partners, LLC           09-12769
Virginia Beach Medical Associates, LLC             09-12770
Virginia Beach Medical Partners, LLC               09-12771

Debtor-affiliates filing separate Chapter 11 petition August 27,
2009:

        Entity                                     Case No.
        ------                                     --------
Moores Chapel Partners, LLC                        09-12656

Debtor-affiliates filing separate Chapter 11 petitions May 1,
2009:

        Entity                                     Case No.
        ------                                     --------
Lauth Investment Properties, LLC                   09-06065
LIP Development, LLC                               09-06066
LIP Investment, LLC                                09-06067

Chapter 11 Petition Date: August 29, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz, III

Debtor's Counsel: Jeffrey J. Graham, Esq.
                  Taft Stettinius & Hollister LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  Email: jgraham@taftlaw.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 4 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/insb09-12760.pdf

The petition was signed by Michael S. Curless, manager of the
Company.


BSC DEV'T: Court Extends Closing Date of Sale Until Sept. 28
------------------------------------------------------------
James Fink at Business First of Buffalo reports that the Hon. Carl
Bucki of the U.S. Bankruptcy Court for the Western District of New
York has extended, at the behest of New Buffalo Statler
Development LLC, the closing date on the $1.3 million acquisition
of BSC Development BUF LLC's Statler Towers until September 28.

As reported by the TCR on August 31, 2009, New Buffalo Statler
asked Judge Bucki to delay the closing date, after the judge
approved Statler Towers' sale to New Buffalo Statler.  New Buffalo
Statler's lawyer David Pfalzgraf Jr. said that a sale closing of
the towers was tentatively set for August 28.

According to Business First, Judge Bucki agreed to let the other
bidder, Gail Pirincci, to recover her $100,000 pre-auction deposit
by Friday.  Ms. Pirincci said that she and her investment group
remains interested in the building, but "we just don't want to
pursue it at this time," the report relates.

New Buffalo Statler's lawyer, David Pfalzgraf Jr., said that the
company needed the extension to secure financing connected with
the project, says Business First.

Citing Mr. Pfalzgraf, Business First reports that New Buffalo
Development won't need any more time beyond the September 28
deadline.  The report quoted him as saying, "We think 30 days is
sufficient.  We do not intend to ask for any more time."

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed a Chapter 11
bankruptcy petition for BSC Development BUF LLC, aka BSC Tower,
LLC, on April 13, 2009 (Bankr. W.D. N.Y. Case No. 09-11550).


CABI DOWNTOWN: Meeting of Creditors Scheduled for September 17
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Cabi Downtown, LLC's Chapter 11 case on Sept. 17, 2009, at
1:30 p.m.  The meeting will be held at Claude Pepper Federal Bldg,
51 SW First Ave Room 1021, Miami, Florida

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.

Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
business.  The Company filed for Chapter 11 on Aug. 18, 2009
(Bankr. S.D. Fla. Case No. 09-27168).  Mindy A. Mora, Esq.,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed assets and debts both ranging from
$100,000,001 to $500,000,000.


CABI DOWNTOWN: Taos Kasowitz Benson as General Counsel
------------------------------------------------------
Cabi Downtown LLC asks the U.S. Bankruptcy Court for the Southern
District of Florida for permission to employ Kasowitz, Benson,
Torres & Friedman LLP as its general bankruptcy counsel.

The firm has agreed to, among other things:

   a) advise the Debtor with respect to its powers and duties as a
      debtor and debtor-in-possession in the continued management
      and operation of its business and property;

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

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

   d) advise and counsel the Debtor in connection with any
      contemplated sale of assets or business combinations,
      including the negotiation of sales, stock purchase, merger
      or joint venture agreements, the formulation and
      implementation of bidding/auction procedures, the evaluation
      of competing offers, the drafting of appropriate corporate
      documents with respect to the proposed sales, and the
      closing of such sales; and

   e) advise and represent the Debtor in connection with obtaining
      postpetition financing and making cash collateral
      arrangements, provide advice and counsel with respect to
      prepetition financing arrangements, and provide advice to
      the Debtor in connection with the emergence financing and
      capital structure, and negotiate and draft documents
      relating thereto.

The firm plans to charge for its services by reference to hourly
rates, which are currently as follows:

      Partners          $550-$1,000
      Special Counsel   $525-$750
      Associates        $275-$675
      Staff Attorneys   $225-$390
      Paralegals        $150-$225

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

Based Aventura, Florida, Cabi Downtown, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Aug. 18,
2009 (Bankr. S.D. Fla. Case No. 09-27168).  Mindy A. Mora, Esq.,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed both assets and debts between
$100 million and $500 million.


CABI DOWNTOWN: To Push Sale of Condo Units; Tax Agency Has Liens
----------------------------------------------------------------
Cabi Downtown LLC asks the U.S. Bankruptcy Court for the Southern
District of Florida for authority to sell condominium units in
Everglades on the Bay, free and clear of all liens, and
encumbrances.

The property that the Debtor proposes to sell is located at 244
Biscayne Boulevard, Everglades, which contains 849 residential
condominium units in two towers.

Miami-Dade County Tax Collector objects to the extent that the
Debtor's sale request neither recognizes that the ad valorem tax
liens have first priority with respect to the units nor provides
for payment of taxes owed.  The tax agency expects that the amount
owed by Debtor will total several million dollars.  The actual
amount due for the 2009 taxes will be billed to Debtor in November
2009, after the conclusion of the budget hearings of local taxing
authorities, according to papers filed with the Court.

Based Aventura, Florida, Cabi Downtown, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Aug. 18,
2009 (Bankr. S.D. Fla. Case No. 09-27168).  Mindy A. Mora, Esq.,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed both assets and debts between
$100 million and $500 million.


CAVTEL HOLDINGS: Moody's Downgrades Corp. Family Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded CavTel Holdings, LLC's
Corporate Family Rating to Caa2 from Caa1, and the Probability of
Default Rating to Caa3 from Caa1, reflecting the rating agency's
view that the risk of default over the next 12 months is elevated
as covenants in the Company's senior secured credit facility
revert to original, more stringent levels by the third quarter of
2010 and operating performance remains mixed.  The rating outlook
remains negative as the Company still faces significant execution
risks in its turnaround plan.

Rating Actions:

Issuer: CavTel Holdings, LLC

* Corporate Family Rating -- Downgraded to Caa2, from Caa1

* Probability of Default Rating -- Downgraded to Caa3, from Caa1

* Senior Secured Credit Facility -- Downgraded to Caa2 LGD3-34%
  from Caa1 LGD3-47%

Cavalier continues to work through operational challenges that
began with the acquisition of TalkAmerica Holdings ("TalkAmerica")
in December 2006, and the highly competitive environment in its
markets.  The weaker sales to residential and commercial
customers, the high churn of residential customers and related bad
debt expenses all contributed to cash flow falling below levels
needed to remain in compliance with financial maintenance
covenants in the second half of 2008.  In May 2008, the company
obtained covenant relief from its lenders that provided operating
flexibility through mid-2010.

Since mid-2008, the Company has somewhat stabilized its business,
including supplementing its senior management team, rationalizing
its wholesale, residential and business sales strategies and
improving churn levels.  However, lack of revenue growth and fewer
opportunities will likely prevent the company from meeting
original covenant levels in the third quarter of 2010.  Moody's
believes that if the Company is unable to refinance the existing
credit facility and/or sell one of its business units to reduce
debt, it may need to amend or restructure the bank debt.

Moody's views the Company's reported debt/EBITDA leverage in the
low-4.0x range to be at the upper end of sustainability for a
Competitive Local Exchange Carrier with operational challenges
like Cavalier, and the potential exists that the company and its
lenders may agree to a debt reduction plan that could result in
the equitization of a portion of the debt.  Such a potential
transaction, depending on the specifics of same, could well be
viewed as analogous to a partial restructuring and deemed a
limited default by Moody's.

Moody's will monitor developments with the bank group.  As Moody's
stated in its special comment on U.S. Competitive Local Exchange
Carriers (August 2008, document # 110730), the history of CLEC
restructurings has demonstrated rapid deterioration of value of
companies operating in bankruptcy, and failed CLECs can
subsequently bring potentially low recoveries to lenders.
Therefore, Moody's believes that Cavalier's lenders may be more
willing to keep the Company out of bankruptcy if a realistic
turnaround plan is in place.  In addition, as Moody's believes
that the Company has taken significant steps to stem the decline
of its EBITDA, Moody's lowered the expected family loss given
default estimate for Cavalier to 35% from 50%.

Moody's projects Cavalier will maintain weak liquidity over the
next twelve months, in particular as the company faces significant
covenant concerns in the second half of 2010.  Although the
Company is free cash flow positive, capex conservation may starve
its long-term sales growth potential and hinder its ultimate
turnaround.

Moody's most recent rating action for Cavalier was on August 22,
2008, when Moody's downgraded the Company's CFR and PDR each to
Caa1 from B3, concluding the review for a possible downgrade
initiated on April 24, 2008.

Richmond, Virginia based Cavalier is a competitive local exchange
carrier servicing approximately 450,000 access lines.


CC MEDIA: S&P Downgrades Long-Term Corporate Credit Rating to 'SD'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on CC Media Holdings Inc. and its operating
subsidiary, Clear Channel Communications Inc., to 'SD' from 'CC'.

In addition, S&P lowered the issue-level rating on the
participating Clear Channel notes to 'D' from 'CC'.  These issues
include:

* The 6.25% senior notes due 2011,
* The 4.40% senior notes due 2011,
* The 5.00% senior notes due 2012,
* The 5.75% senior notes due 2013, and
* The 5.50% senior notes due 2014.

All other existing issue-level and recovery ratings on Clear
Channel's debt were affirmed at their current levels.

The ratings downgrade follows Clear Channel's announcement that it
has completed a cash tender offer for $412.1 million aggregate
principal of five senior note issues maturing between 2011 and
2014 at discounts to par in the area of 30% to 50%.  S&P stated in
S&P's Aug. 4 research report, following the company's announcement
of the tender offers, that S&P would view the completion of the
transaction as tantamount to a default given Clear Channel's
highly leveraged financial profile and the uncertainty, in S&P's
opinion, surrounding its ability to service its current debt
obligations in full over the next several years.

Under the transaction, CC Finco, an indirect wholly owned
subsidiary of Clear Channel, repurchased $20.2 million of its
6.25% senior notes due 2011 ($692.7 million remains outstanding),
$56.04 million of its 4.4% senior notes due 2011 ($140.2 million
outstanding), $19.95 million of its 5% senior notes due 2012
($249.9 million outstanding), $116.4 million of its 5.75% senior
notes due 2013 ($312.1 million outstanding), and $199.55 million
of its 5.5% senior notes due 2014 ($550.5 million outstanding).
There were no 10.75% senior cash pay notes validly tendered for in
the transaction.  S&P estimate that the total consideration paid,
including accrued interest, was roughly $156.7 million, which was
funded with cash on hand.  S&P expects the repurchased notes to
remain outstanding at CC Finco, but to be netted from Clear
Channel's balance sheet on a consolidated basis.  Pro forma for
the transaction, cash balances stood at $1.34 billion as of
June 30, 2009.

"We will reassess the company's business and financial outlook
over the immediate term," said Standard & Poor's credit analyst
Michael Altberg.  "It is S&P's preliminary expectation that S&P
will raise the corporate credit rating back to 'CCC'."

S&P acknowledge that the transaction begins to address liquidity
concerns and reduces Clear Channel's intermediate-term debt
balances, which S&P believes represent significant refinancing
risk in the current economic and credit conditions.  Maturities
are still sizable over the next few years, at $1.4 billion between
2011 and 2013.  Over the near term, S&P also are concerned about
potential covenant violations, giving ongoing weak performance at
the radio and outdoor segments.


CEDAR FUNDING: Todd Neilson Wants to Reverse Deed Transfers
-----------------------------------------------------------
Larry Parsons at MontereyHerald.com reports that Todd Neilson, the
trustee for Cedar Funding Inc., filed a status report in the
bankruptcy court on Friday, outlining his efforts to keep disputed
property ownerships as part of the estate that he is
administering.

According to MontereyHerald.com, Mr. Neilson is aiming to reverse
hundreds of deed transfers.  The report says that the transfers
were done around the time that Cedar Funding entered bankruptcy
proceedings.  Cedar Funding, under owner David Nilsen, assigned
large numbers of properties to individual investors within a
narrow time period around the bankruptcy filing, the report
states, citing Mr. Neilson.  According to the report, Mr. Neilson
filed two complaints asking the court to set aside many of those
transfers.

Mr. Neilson, MontereyHerald.com relates, has accused Mr. Nilsen of
running Cedar Funding as a fraudulent Ponzi operation.

MontereyHerald.com states that Mr. Neilson said he has won a
summary judgment in a case seeking to block some of the transfers
and is awaiting a decision in a second case seeking to overturn
transfers to Accustom Development LLC, which is owned by Mr.
Nilsen.  According to the report, Mr. Neilson said that he will
file one more complaint Against 320 investors to block transfers
of deeds of trust on 72 loans secured by 59 properties.  The
complaint won't seek money from the defendants, only the
"avoidance of the belated assignments", the report says, citing
Mr. Neilson.

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


CELL THERAPEUTICS: Posts $7,000 Net Revenue in July 2009
--------------------------------------------------------
Cell Therapeutics, Inc., has provide financial information for the
month of July 2009 pursuant to a request from the Italian
securities regulatory authority, CONSOB, pursuant to Article 114,
Section 5 of the Unified Financial Act.

The Company had net revenue of $7,000 by the end of July from
$11,000 in June.  The Company posted a net loss attributable to
common shareholders of $15,814,000 by the end of July from
$9,032,000 in June.

The Company had cash and cash equivalents of $45,203,000 as of
July 31, 2009.

The Company said total estimated and unaudited net financial
position as of July 31, 2009, is approximately a negative
$24,992,000.  The Company's 4% Convertible Senior Subordinated
Notes Convertible with redemption date of July 1, 2010, come due
within the next 12 months.  The Company had no debt that matured
during the month of July 2009.

With respect to the period from July 1, 2009, through July 31,
2009, the Company has no additional information to disclose
concerning regulatory matters and products in developments and
has received no additional information from the European
Medicines Agency or the U.S. Food and Drug Administration
regarding the request for the marketing of products beyond what
was publicly disclosed in the press release issued July 31, 2009.
Additionally, on August 24, 2009, the Company disclosed that the
FDA has accepted and has filed for review the Company's NDA for
pixantrone as treatment for relapsed or refractory aggressive non-
Hodgkin's lymphoma and that a Prescription Drug User Fee Act date
will be established by the FDA regarding the review of the
pixantrone NDA by September 4, 2009.

The Company believes it is in compliance with the covenants on
each series of its outstanding convertible notes.

In July 2009 the Company received $41.7 million, net of
underwriting discount, from the sale of 33,731,923 shares of
Common Stock and warrants to purchase up to 8,432,981 shares of
Common Stock in a public offering.  Additionally, on August 21,
2009, the Company announced the closing of the sale of $30 million
of shares of its Series 2 Preferred Stock and warrants to purchase
shares of its common stock in a registered offering to a single
institutional investor.  The Company received approximately
$28.2 million in net proceeds from the offering, after deducting
placement agent fees and estimated offering expenses.

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

               http://ResearchArchives.com/t/s?4387

Cell Therapeutics will hold its Annual Meeting of Shareholders on
October 20, 2009, at 10 a.m. (Seattle time), at the Company's
headquarters at 501 Elliott Avenue West, Seattle, Washington, to
discuss and resolve upon these matters:

     -- to elect three Class III directors to the Company's Board
        of Directors, each to serve until the 2012 Annual Meeting;

     -- to approve an amendment to the Company's 2007 Equity
        Incentive Plan to increase the number of shares available
        for issuance under the plan by 45,000,000;

     -- to approve an amendment to the Company's 2007 Employee
        Stock Purchase Plan to increase the number of shares
        available for the issuance under the plan by 500,000
        shares;

     -- to ratify the selection of Stonefield Josephson, Inc. as
        the Company's independent auditors for the year ending
        December 31, 2009;

     -- to approve the issuance of shares of the Company's common
        stock as consideration under the Second Amendment to
        Acquisition Agreement, which amends the Acquisition
        Agreement with Systems Medicine, Inc. dated as of July 24,
        2007, as amended by that certain First Amendment to
        Acquisition Agreement dated as of January 6, 2009 and that
        certain Cancellation Agreement dated as of January 23,
        2009; and

     -- to approve any matter which may be required by Washington
        law or any listing authority whose regulations apply to
        the Company's shares; and

     -- to transact such other business as may properly come
        before the meeting and all adjournments and postponements
        thereof.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.

As of June 30, 2009, the Company had $43.2 million in total
assets; and $98.7 million in total liabilities; resulting in
$57.6 million in shareholders' deficit.  The Company had
$1.35 billion in accumulated deficit as of June 30, 2009.


CERBERUS CAPITAL: To Raise New Funds After Withdrawals
------------------------------------------------------
Katherine Burton at Bloomberg reports that Cerberus Capital
Management LP plans to raise money in the fourth quarter after
$4.77 billion in client redemptions following investment losses,
including in Chrysler LLC and GMAC LLC.  However, according to
Mark Neporent, Cerberus' chief operating officer and general
counsel, the withdrawal requests came mostly from other managers
who need to pay off investors.  "These redemptions are not a
reflection of a lack of confidence, but a reflection of demands of
liquidity" from the funds of funds that had placed clients' cash
with Cerberus, he said.  He stated that institutions and wealthy
individuals are still looking to invest with Cerberus, which
oversees $24.3 billion, including a $1 billion fund raised last
month, he said.

                      About Cerberus Capital

Headquartered in New York City, Cerberus Capital Management, L.P.
-- http://www.cerberuscapital.com/-- along with its affiliates,
is a private investment firm.  Through its team of investment and
operations professionals, Cerberus specializes in providing
financial resources and operational expertise to help transform
undervalued companies into industry leaders for long-term success
and value creation.  Cerberus Capital holds controlling or
significant minority interests in companies around the world.

Cerberus Capital also has affiliate and/or advisory offices in
Europe, the Middle East, and Asia.


CHAMPIONS BIOTECH: Posts $24MM Net Loss in FY Ended April 30
------------------------------------------------------------
Champions Biotechnology Inc. posted a net loss of $2.24 million in
the year ended April 30, 2009, compared with a net loss of
$411,000 for the same period in 2008.

The Company's balance sheet at April 30, 2009, showed total assets
of $4.62 million, total liabilities of $2.70 million and
stockholders' equity of $1.92 million.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4397

The Company also filed with the Securities and Exchange Commission
an amendment to its financial statements for the year ended
April 30, 2008.

On June 19, 2009, the audit committee of the board of directors of
Champions Biotechnology concluded that its financial statements as
of April 30, 2008, and for the year then ended would need to be
restated and would no longer be relied upon.

The Amendment No. 1 to its Annual Report on Form 10-KSB for the
fiscal year ended April 30, 2008, is being filed to restate its
consolidated financial statements as of and for the fiscal year
ended April 30, 2008.

A full-text copy of the Company's Form 10-KSB/A is available for
free at http://ResearchArchives.com/t/s?4396

Headquartered in Arlington, Virginia, Champions Biotechnology Inc.
(OTC BB: CSBR) -- http://www.championsbiotechnology.com/-- is
engaged in the development of advanced preclinical platforms and
predictive tumor specific data to enhance and accelerate the value
of oncology drugs for companies and physicians.

                        Going Concern Doubt

On Aug. 26,2009, Ernst & young LLP in Phoenix, Arizona expressed
substantial doubt about Champions Biotechnology Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
April 30, 2009.  The auditing firm pointed to the Company's
recurring losses from operations.


CHINA DIGITAL: To Change Name to "New Energy Systems Group"
-----------------------------------------------------------
China Digital Communication Group informed its shareholders that
the Company's Board of Directors and a majority shareholder of
approximately 88.39% of the Company's capital stock with voting
power as of the Record Date have given written consent as of
August 20, 2009, to amend the Company's Articles of Incorporation
to change the Company's name to "New Energy Systems Group."

The Company anticipates an effective date of September 28, 2009,
or as soon thereafter as practicable in accordance with applicable
law, including the Nevada General Corporation Law.

A full-text copy of the Company's information statement is
available at no charge at http://ResearchArchives.com/t/s?439b

China Digital also announced the availability of the transcript
for its second quarter 2009 earnings conference call, held on
August 6.  China Digital's CEO, Fushun Li, and other members of
the management team conducted a wide ranging conference call
discussing recent contract wins, production capacity, financial
results for the second quarter, as well as growth for 2009 and
beyond.  Also on the call was Junfeng Chen, China Digital's
Interim CFO, who provided financial insight into the company and
its growth projections during the in-depth question and answer
session.

During the conference call, Fushun Li, stated, "China Digital had
revenue of $5.4 million, net income of $1.3 million, and EPS of
$0.22 in the second quarter, handsomely exceeding last year's
results and putting us on track to achieve our 2009 projections.
China Digital's goal is to become listed on AMEX or NASDAQ as soon
as we meet all listing requirements and we look forward to keeping
investors informed of our exciting new developments going
forward."

A full-text copy of Transcript of China Digital Second Quarter
2009 Earnings Conference Call, dated August 6, 2009, is available
at no charge at http://ResearchArchives.com/t/s?439c

              About China Digital Communication Group

China Digital Communication Group (OTC: CHID) --
http://www.chinadigitalgroup.com/-- changed its name and
business in 2004, when it bought Billion Electronics and its
wholly owned principal operating subsidiary, Shenzhen E'Jinie
Technology Development, one of China's largest battery shell
manufacturers.  China Digital Communication Group now makes
aluminum shells and battery caps for lithium ion batteries that
are used in digital mobile devices, such as digital still cameras,
cell phones, MP3 players, laptop computers, and PDAs.  In 2006 the
company acquired Galaxy View International for nearly US$7 million
in cash and stock; the following year, it sold Galaxy View for
US$3 million.  The Company is headquartered in Shenzhen,
Guangdong, Republic of China.

As of June 30, 2009, the Company's balance sheet showed total
assets of US$16,829,967, total liabilities of US$4,335,194 and
stockholders' equity of US$12,494,773.

The Company said that there is substantial doubt about the
Company's ability to continue as a going concern.  The Company
said that it has sufficient cash to continue its current business
through June 30, 2010, due to expected increased sales revenue and
net income from operations.  However, the Company has suffered
recurring losses in the past and have a large accumulated deficit.
The Company took certain restructuring steps to provide the
necessary capital to continue its operations.  These steps
included: (1) acquisition of profitable operations through
issuance of equity instruments; and (2) seeking of additional
funding and restructuring the acquired subsidiaries to increase
profits and minimize the liabilities.


CHRYSLER LLC: Anchor Tool Required to Continue Parts
----------------------------------------------------
A lawsuit was filed by Anchor Tool in the U.S. District Court for
the Northern District of Ohio to seek an order in favor of its
decision to terminate its agreements, in the form of purchase
orders, with Chrysler Group LLC.  The lawsuit, however, was
transferred to the New York Bankruptcy Court on July 28, 2009,
upon request by Chrysler Group on grounds that it is related to
the bankruptcy case of its predecessor, Chrysler LLC.

After the case was transferred to the NY Bankruptcy Court, Judge
Gonzalez issued a ruling directing Anchor Tool to continue
supplying parts to Chrysler Group LLC under the purchased orders
until September 30, 2009.

Subsequently, Anchor Tool argued that it has the right to not
renew and terminate the Purchase Orders.  Anchor Tool also
asserted that during the Parties' negotiations of a cure
agreement, the Debtors proposed extending the Purchase Orders for
a "life of program" durational term and proposed extending the
Purchase Orders through the 2010, 2011, and 2012 model years,
however, the Debtors deny Anchor Tool's assertions.

Steven H. Holley, Esq., at Sullivan & Cromwell LLP, in New York,
contends that Anchor Tool is making vague and ambiguous requests.
However, he notes that New Chrysler is willing to meet and confer
in good faith with Anchor regarding its requests to resolve
matters in dispute.

Furthermore, Mr. Holley tells the Court that Anchor Tool's
assertions seek to impose burdens or obligations on New Chrysler
beyond those permitted by the Federal Rules of Civil Procedure,
the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy
Court Rules.

In a separate filing, New Chrysler asks the Court to seal its
response to Anchor Tool's first set of interrogatories.  Mr.
Holley says that New Chrysler's response contains confidential
information.  He notes that on August 7 and 10, 2009, New Chrysler
and Anchor Tool executed a stipulated confidentiality agreement
governing discovery materials produced or disclosed in connection
with the adversary proceeding.

                 Parties Enter into Stipulations

The Debtors, New Chrysler, and Anchor Tool entered into separate
stipulations allowing Anchor Tool to respond to New Chrysler's
counterclaims until August 24, 2009, which deadline was eventually
moved to August 26, and then to August 31.

In a separate court-approved stipulation, the Parties agreed that:

  -- New Chrysler's motion for a preliminary injunction and
     sanctions and opening memorandum in support of the motion,
     in which New Chrysler will also respond to Anchor's motion
     to retransfer the action to the Northern District of Ohio,
     will be due on Friday, August 28, 2009;

  -- Anchor's memorandum in opposition to New Chrysler's motion
     and in further support of Anchor's motion to retransfer
     will be due on September 8, 2009, at 12:00 p.m.; and

  -- New Chrysler's reply memorandum in further support of its
     motion for a preliminary injunction and sanctions will be
     due on September 11, 2009.

                        About Chrysler LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products.  With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Realty's Schedules of Assets and Liabilities
----------------------------------------------------------
A.  Real Property
      Lands and buildings                          $395,006,278

B.  Personal Property
B.3   Security Deposits
        Utility Deposits                                 43,224
B.13  Stock and Interests                               Unknown
B.16  Accounts Receivable
        Accounts Receivable - real estate lease       4,995,732
B.17  Alimony                                                 -
B.18  Other Liquidated Debts Owing Debtor                     -
        Interco Receivable Balance - Old Carco      470,824,165
        Interco Receivable Bal. - Old Carco Motor     2,142,800
        Daimler-Chrysler Receivable Balance              23,074
B.29  Equipment and Supplies for Business
        Machinery and Equipment                         407,983
B.35  Other Personal Property
        Prepaids - rent                               1,590,028

     TOTAL SCHEDULED ASSETS                        $875,033,287
     ==========================================================

C.  Property Claimed                                       None

D.  Creditors Holding Secured Claims
      First Lien Credit Agreement                 6,916,458,541
      TARP Loan                                   4,285,371,805
      Second Lien Credit Agreement                2,110,926,198

E.  Creditors Holding Unsecured Priority Claims         Unknown

F.  Creditors Holding Unsecured Nonpriority Claims
      Loan Agreement - Export Development Canada    673,307,785

     TOTAL SCHEDULED LIABILITIES                $13,986,064,329
     ==========================================================


CHRYSLER LLC: Realty's Statement of Financial Affairs
-----------------------------------------------------
Old Carco Realty Company LLC, formerly known as Chrysler Realty
Company LLC, discloses that within two years immediately preceding
the commencement of their Chapter 11 cases, it generated no income
from business operations.  Old Carco Realty, however, received
income from other sources:

          Year                        Amount
          ----                        ------
          2009 to date           $10,712,660
          2008                   $55,003,767
          2007                   $49,904,485

Old Carco Realty did not make any payments or transfers to
creditors and insiders nor gave gifts or donations to any
organizations before the Petition Date.

Moreover, the Debtor was not party to any lawsuits and
administrative proceedings within one year immediately preceding
the Petition Date.

Ronald E. Kolka, Old Chrysler's chief executive officer, also
disclosed that Old Carco Realty, within two years before the
Petition Date, transferred certain properties not in the ordinary
course of business.  Among the largest transfers are:

  Transferee                               Value/Amount
  ----------                               ------------
  Dade Jeep Chrysler Dodge, Inc.            $16,309,399
  Doherty Holdings Second, LLC               14,000,000
  Spring Chrysler Jeep Dodge Realty LLC       8,400,000
  Decatur Land Holdings, LLC                  7,900,000
  Mark Dcj Real Estate, LLC                   6,550,000
  Steve Rayman, LLC                           5,450,000
  Savta Venture, Ltd.                         4,000,000


CHRYSLER LLC: Wants to Enforce Stay & Sale Order on Dealers
-----------------------------------------------------------
When Chrysler LLC and its affiliates commenced their bankruptcy
cases, they maintained a network of more than 3,000 dealers.

Corinne Ball, Esq., at Jones Day, in New York, says that the
dealer network was far larger than the Debtors' market share could
rationally support and its fragmentation made it difficult for the
Debtors to compete.  She notes that as part of the Fiat
Transaction, New Chrysler was only willing to accept part of the
Debtors' dealer network and expressly declined to accept the
assignment of certain dealer agreements.

As previously reported, the assumption and assignment of the
limited subset of dealer agreements that New Chrysler was willing
to accept was approved as part of the Court's order approving the
sale of the Debtors' assets to New Chrysler.  The excluded dealer
agreements that were not being assumed and assigned to New
Chrysler as part of the Fiat Transaction were rejected pursuant to
another order.

Ms. Ball notes that both the Sale Order and the Rejection Order
were heavily litigated prior to their entry.  By May 25, 2009,
approximately 347 objections were filed to the Fiat Transaction or
to the related assumption and assignment of certain executory
contracts and unexpired leases.  Among the parties that objected
to the Fiat Transaction were certain groups of the Debtors'
dealers.

After participating in the litigation that gave rise to the Sale
Order and the Rejection Order, members of a so-called "Committee
of Affected Dealers" or in their own name, commenced a variety of
actions in state courts or administrative bodies that seek, among
other things, to force New Chrysler to continue to honor the very
dealer agreements that the Court already determined would be
rejected rather than assumed and assigned as part of the Fiat
Transaction, Ms. Ball tells the Court.

The dealers are:

  * Boucher Imports, Inc.;
  * Braeger Chrysler Jeep, Inc.;
  * Chilson, Inc.;
  * Crain CDJ LLC;
  * Quaden Motors, Inc. a/k/a John Quanden Dodge, Inc.;
  * Johnson Motors of St. Croix Falls, Inc.;
  * Lakeland Pontiac-GMC-Jeep, Inc. a/k/a Lakeland Oldsmobile-
    Pontiac-GMC;
  * Mueller Chrysler, Inc.;
  * Wolf's Motor Car Company, Inc.;
  * Spitzer Autoworld Sheffield, LLC; and
  * Painter's Suncountry Chrysler, Inc.

Ms. Ball contends that any determination of the rights of the
Noncompliant Dealers against New Chrysler under their rejected
dealer agreements in the pending non-bankruptcy actions also could
involve determination regarding the rights of the Noncompliant
Dealers against the Debtors.

By taking actions, the Noncompliant Dealers have directly violated
the Court's orders, Ms. Ball argues.  She explains that in
essence, the Noncompliant Dealers are seeking to relitigate
bankruptcy issues in nonbankruptcy state court and administrative
forums in an attempt to end run the Court's Orders and to "undo"
certain aspects of the Fiat Transaction that the Court approved,
rather than appeal the Sale Order and the Rejection Order in
federal court.

"These actions constitute an intentional and brazen attack on this
Court's jurisdiction and authority," Ms. Ball says.

By this motion, the Debtors and Chrysler Group LLC seek the entry
of an order enforcing:

  (a) the protections of the automatic stay;

  (b) the free and clear provisions of the Sale Order;

  (c) the enforcement provisions of the Sale Order; and

  (d) the provisions of the Rejection Order, in each case to
      stop the pursuit of certain litigation by the Noncompliant
      Dealers in violation of the Court's orders, including the
      award of contempt damages against the Noncompliant Dealers
      for the costs incurred by the Debtors and New Chrysler in
      bringing their current request and responding to the
      litigation that the Noncompliant Dealers have brought in
      other forums.

                           Responses

(A) Creditors Committee

The Official Committee of Unsecured Creditors says that at the
present time, it takes no position with respect to any specific
action taken by the Dealers in the State Actions.  However, based
upon the pleadings filed, the actions are directed solely against
a non-debtor party -- New Chrysler -- and do not appear to
implicate any of the Debtors' remaining property, nor will they
give rise to any additional claims against the Debtors' bankruptcy
estates, asserts Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.

New Chrysler's rights are dictated by the express terms of the
Sale Order, Mr. Mayer says.  Hence, the Creditors Committee
objects to the Debtors' and New Chrysler's attempt to use the
Bankruptcy Code to expand rights in favor of New Chrysler.  He
explains that the Sale Order and the Rejection Order were
specifically negotiated to exclude provisions that abrogate all
state law rights of rejected dealers.

Any relief granted should be narrowly tailored to the terms of the
Sale Order only and the Court should not circumvent the specific
terms of the Sale Order through remedies generally available to
Debtors, Mr. Mayer contends.  "[C]ontrary to the Movants'
assertions, the automatic stay provisions of [S]ection 362 of the
Bankruptcy Code have not been implicated by the State Actions
because none of the Dealer Parties assert any claims against the
Debtors or the Debtors' estates in these actions," he adds.

"New Chrysler cannot cloak itself in the automatic stay to expand
the confines of the Sale Order," Mr. Mayer points out.
Accordingly, the Creditors Committee asks the Court to tailor any
appropriate relief to that solely necessary to enforce the terms
of the Sale Order and neither (i) expand New Chrysler's rights,
nor (ii) abrogate the rights of Dealers to the extent preserved
under the Sale and Rejection Orders.

(B) Spitzer

In behalf of Spitzer Autoworld Sheffield LLC, a dealer of Dodge
vehicles in Ohio, Anthony B. Giardini, Esq., at Giardini Cook &
Nicol LLC, in Lorain, Ohio, notes that over 400 dealers filed
objections to the Debtors' motion to reject dealership agreements.

Mr. Giardini says that Spitzer's rights as a dealer were not
terminated in any proceeding recognized by Ohio's franchise laws
and that New Chrysler is required to abide by those franchise
laws.

Old Chrysler previously rejected its Dodge dealership agreement
with Spitzer and awarded it to Tomko Chrysler-Jeep, another dealer
located four miles away from Spitzer.

As soon as Spitzer learned that Tomko was selling Dodge products
and representing itself as a Dodge dealer, Spitzer filed a protest
with the Ohio Motor Vehicle Dealer Board setting forth two claims.
First, although Spitzer's franchise agreement was rejected by Old
Chrysler, the franchise was never terminated under Ohio law, and
second, that Tomko is located in the same market previously
assigned to Spitzer and if a Dodge franchise was going to be
located in that market, Spitzer was the only party under Ohio law
which had the right to that franchise, Mr. Giardini tells the
Court.

Mr. Giardini argues that the net effect of the Debtors' current
request is to negate Ohio franchise laws.

"Spitzer's rights have already been trampled on by Chrysler
refusing to honor its Dodge franchise agreement, in accordance
with Ohio law.  Those rights should not be further trampled on by
threats of contempt by the new Chrysler," Mr. Giardini says.

C. Wisconsin Dealers

Various affected dealers in Wisconsin ask the Court to reject the
Debtors' request:

  a. Boucher Imports, Inc.;
  b. Braeger Chrysler Jeep, Inc;
  c. Chilson, Inc.;
  d. Quaden Motors, Inc. a/k/a John Quaden Dodge, Inc.;
  e. Johnson Motors of St. Croix Falls, Inc.;
  f. Lakeland Pontiac-GMC-Jeep, Inc. a/k/a Lakeland Oldsmobile-
     Pontiac-GMC;
  g. Mueller Chrysler, Inc.; and
  h. Wolfs Motor Car Company, Inc.

Each Wisconsin Affected Dealer is a party to one or more sales and
service agreements with Old Carco LLC f/k/a Chrysler LLC or one of
its affiliates under which the dealer is granted a franchise to
buy, sell and service the Chrysler, Jeep or Dodge line makes of
motor vehicles.

The Rejected Dealer Agreements were rejected pursuant to Section
365 of the Bankruptcy Code

Paul R. Norman, Esq., at Boardman Suhr Curry & Field LLP, in
Madison, Wisconsin, contends that pursuant to Wisconsin law, no
manufacturers', distributors' or importers' vehicles will be sold
in Wisconsin unless either the manufacturer on direct dealerships
of domestic vehicles, the importer of foreign manufactured
vehicles on direct dealerships or the distributor on indirect
dealerships of either domestic or foreign vehicles are licensed
under the Wisconsin Motor Vehicle Dealer Law.

Accordingly, New Chrysler has applied for and received a
manufacturer's license under the WMVDL from the Wisconsin
Department of Transportation.

However, Mr. Norman points out that pursuant to Wisconsin law, if
there is a change in a manufacturer, importer or distributor, a
motor vehicle dealer's franchise granted by the former
manufacturer, importer or distributor will continue in full force
and operation under the new manufacturer, importer or distributor
unless a mutual agreement of cancellation is filed with the
department of transportation between the manufacturer, importer or
distributor and the dealer.

After it became the new licensed manufacturer and distributor of
Chrysler, Jeep and Dodge motor vehicles in Wisconsin, New Chrysler
refused to continue the franchises of the Wisconsin Affected
Dealers as required by Wisconsin Law.  Accordingly, the Wisconsin
Affected Dealers commenced a legal action against New Chrysler in
the Dane County Circuit Court, Wisconsin to enforce New Chrysler's
obligations.

The Wisconsin Affected Dealers also filed an administrative
complaint against New Chrysler with the Division of Hearings and
Appeals, State of Wisconsin and the WDOT.

Both the Wisconsin Civil Action and the Wisconsin Administrative
Action have been removed by New Chrysler to the United States
District Court for the Western District of Wisconsin and presently
are pending in that court.  The Wisconsin Affected
Dealers have moved for remand of both actions to the state court
or administrative agencies where they were filed, due to lack of
federal court jurisdiction or, in the alternative, for the federal
court to abstain in favor of allowing the state court and
administrative agencies to decide the cases.

Mr. Norman argues that the Civil Action and the Administrative
Action do not violate the automatic stay because they do not seek
to obtain possession of property of the Debtors' estate but only
to seek compliance from New Chrysler to perform its obligations.
He points out that none of the Debtors are even named in both
Actions.

In addition, Mr. Norman asserts that the orders rejecting the
dealership agreements and the sale of substantially all of the
Debtors' assets to New Chrysler do not bar the Actions.

D. Crain CDJ

Crain CDJ LLC, a dealer seeking New Chrysler's compliance of the
Arkansas Motor Vehicles Act, asserts that it has not taken any
action against the Debtors' property and it is not attempting to
liquidate a claim in a certain court action where the Debtors are
even a party to.

Crain asserts that that it is simply seeking compliance of the
AMVA from New Chrysler.

                       Debtors Talk Back

Ms. Ball says that Contrary to what is being claimed by the
Noncompliant Dealers in their Objections, the order approving the
sale of substantially all the Debtors' assets to New Chrysler
specifically transferred the purchased assets free and clear of
any claims and interests, including, without limitation, all
liabilities, encumbrances, rights, remedies and restrictions of
any kind other than assumed liabilities.  She adds that the Sale
Order also specifically barred any claims for successor or
transferee liability -- like the claims brought by the
Noncompliant Dealers that New Chrysler is a successor manufacturer
under various state dealer statutes.

Despite the finality of the Sale Order and the fact that the
orders barred the assertion of liabilities under rejected dealer
agreements against New Chrysler or the continued enforcement of
the rejected contracts against the Debtors, the Noncompliant
Dealers have filed litigation in numerous nonbankruptcy forums,
Ms. Ball points out.

The Court should not now revisit the merits of the Sale Order as
implicitly requested by the Noncompliant Dealers' Objections, Ms.
Ball contends.  She suggests to the Court to consider if the
Noncompliant Dealers are in violation of the automatic stay or the
Sale Order and the Court's order rejecting certain dealership
agreements.

"This Court also must stop the Noncompliant Dealers' obvious
efforts to have other tribunals determine the claimed rights of
rejected dealers under or related to their rejected dealer
agreements in violation of the Sale Order, the Rejection Order and
the automatic stay," Ms. Ball says.

              Stipulation with Wisconsin Dealers

Ms. Ball had notified the Court and parties-in-interest that the
Debtors and the Wisconsin Dealers will present a proposed
stipulation and agreed order adjourning hearing, solely with
respect to the Wisconsin Dealers, to consider the Enforcement
Motion.  Subsequently, counsel for the Wisconsin Dealers informed
the Debtors that the Wisconsin Dealers would like to go forward
with the hearing on the Enforcement Motion as originally
scheduled.

                  Painter's Sun Withdraws Protest
                    From Utah Franchise Board

Painter's Sun Country Chrysler, Inc., has advised Judge Gonzalez
that on August 18, 2009, it voluntarily withdrew its protest and
request for agency action filed with the Utah Motor Vehicle
Franchise Advisory Board on August 6.

David B. Hartvigsen, Esq., Smith Hartvigsen, PLLC, in Salt Lake
City, Utah, relates that attorneys for Painter's Sun received a
copy of the joint motion to impose automatic stay, under the terms
of which Painter Sun is identified as a Noncompliant Dealer.  Upon
review of that Motion, Painter's Sun immediately filed with the
Advisory Board its Voluntary Withdrawal of its Protest.

At the time the Voluntary Withdrawal was filed, Mr. Hartvigsen
says that the only action taken by the Administrative Law Judge
appointed by the Advisory Board was to set a time and date for an
initial telephonic pre-hearing conference set for August 25, 2009.
No other or further action has been taken on the Protest, either
by Painter's Sun or the Advisory Board.

"Painter did not intend to violate the automatic stay order
entered by this Court," Mr. Hartvigsen contends.  "In filing its
Protest, Painter acted in good faith and on the belief that it was
not violating an order of this Court because the subject matter of
its Protest, involved actions that may be taken after the filing
date of the Chapter 11 Petition when the automatic stay order
regarding pre-petition matters was entered," he continues.

"Because the subject matter of the Protest did not address issues
arising prior to the filing of the Petition, it was determined
that the Protest would not be subject to the stay order," Mr.
Hartvigsen says.  He notes that upon receiving and reviewing the
Motion, Painter immediately withdrew the Protest to avoid taking
any action that may technically be deemed to be a violation of the
Court's automatic stay order.

Painter's Sun believes that no further court action regarding
Painter's Sun is warranted in connection with the Motion pending
before the Court.

                        About Chrysler LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products.  With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CITIGROUP MORTGAGE: DBRS Rates Trust Certificates at C
------------------------------------------------------
DBRS has assigned the following ratings to the Resecuritization
Trust Certificates, Series 2009-8, issued by Citigroup Mortgage
Loan Trust 2009-8 (the Trust):

-- $ 7.4 million Class 1A2** rated at C
-- $ 21.8 million Class 2A2 rated at B
-- $ 2.4 million Class 3A2** rated at C
-- $ 5.8 million Class 4A2** rated at C
-- $ 18.8 million Class 5A2 rated at C
-- $ 4.4 million Class 6A2 rated at C
-- $ 15.7 million Class CA2* rated at C

DBRS rates Groups 1 through 6 in this resecuritization trust, each
consisting of one senior residential mortgage-backed security
(RMBS).  The ratings on the certificates reflect the credit
enhancement provided by subordination on the underlying
certificates within their respective groups.  The ratings on the
DBRS-rated groups also reflect the quality of the underlying
assets.  The Initial Exchangeable Certificates are exchangeable
for the related combination of Subsequent Exchangeable
Certificates as described in the private placement memorandum.

Other than the specified classes above, DBRS does not rate any
other certificates in this transaction.

Interest and principal payments on the certificates will be made
generally on the 25th day of each month commencing in September
2009.  For all DBRS-rated groups, interest payments will be
distributed on a pro rata basis to the certificates within their
respective groups.  Principal will be distributed on a sequential
basis to the certificates within their respective groups, in
numerical order, until the certificate principal balances thereof
are reduced to zero.

Any losses realized from the underlying securities will be
allocated in a reverse numerical order to the certificates within
their respective groups.

The Trust is a resecuritization consisting of eight senior RMBS,
represented by various real estate mortgage investment conduits
(REMICs).  The REMICs are backed by pools of fixed or adjustable
rate, first-lien one- to four-family residential mortgages.


CLARIENT INC: Safeguard to Sell Stake to Stephens, et al.
---------------------------------------------------------
Clarient, Inc., on August 27, 2009, entered into an underwriting
agreement with Stephens, Inc., as the representative of several
underwriters, Safeguard Delaware, Inc., and Safeguard Scientifics
(Delaware), Inc., pursuant to which the Underwriters have agreed
to purchase an aggregate of 16,000,000 shares of common stock of
the Company from SDI and SSDI.

In addition, SDI granted to the Underwriters the option to
purchase all or any part of an aggregate of 2,400,000 additional
shares of Common Stock for the sole purpose of covering over-
allotments in connection with the sale of the Common Stock.

The Shares will be sold pursuant to a prospectus supplement filed
with the Securities and Exchange Commission on August 27, 2009 in
connection with the Registration Statement on Form S-3 (File No.
333-160136), which became effective on August 20, 2009.

Pursuant to the prospectus supplement, the total Public offering
price is $56,000,000.  The total Proceeds, before expenses, to
Safeguard is $53,280,000.

In addition, simultaneously with entering into the Agreement, the
Company entered into a lock-up agreement with the Underwriters,
pursuant to which the Company agreed not to issue, offer, pledge,
register or sell, directly or indirectly (subject to limited
exceptions) any shares of its common stock (or securities
convertible into common stock), or agree to do any of the
foregoing, for a period of 90 days from the date of the final
prospectus supplement relating to the offering of the Shares by
Safeguard, unless the representative of the Underwriters otherwise
consents.  The final prospectus supplement relating to the offer
and sale of the Shares was filed on August 27, 2009, and this
lock-up period will expire on November 24, 2009.

The Company has agreed to pay certain costs, expenses and fees
incident to the performance of the obligations of the Company
under the Agreement as required under the Amended and Restated
Registration Rights Agreement, dated as of February 27, 2009, by
and among the Company, SDI, Safeguard Scientifics, Inc., and SSDI.

The Company will not receive any proceeds from the sale of the
Shares.

The underwriters are:

     Underwriter                             Number of Shares
     -----------                             ----------------
     Stephens Inc.                                8,000,000
     Robert W. Baird & Co. Incorporated           3,200,000
     Stifel, Nicolaus & Company, Incorporated     3,200,000
     Boenning & Scattergood, Inc.                 1,600,000
                                             ----------------
            Total                                16,000,000

A full-text copy of the Underwriting Agreement, dated as of August
27, 2009, by and among Clarient, Inc., Safeguard Delaware, Inc.,
Safeguard Scientifics (Delaware), Inc. and Stephens, Inc., as the
representative of several underwriters, is available at no charge
at http://ResearchArchives.com/t/s?438c

A full-text copy of the Lock-Up Agreement, dated as of August 27,
2009, between Clarient, Inc. and Stephens Inc., as the
representative of several underwriters, is available at no charge
at http://ResearchArchives.com/t/s?438d

A full-text copy of the opinion of Stradling Yocca Carlson & Rauth
relating to the legality of the sale of the Shares is available at
no charge at http://ResearchArchives.com/t/s?438e

A full-text copy of the prospectus supplement filed on Form 424B3
is available at no charge at http://ResearchArchives.com/t/s?4390

A full-text copy of the prospectus supplement filed on Form 424B5
is available at no charge at http://ResearchArchives.com/t/s?438f

At June 30, 2009, Clarient had $54.3 million in total assets;
$13.8 million in total current liabilities, $982,000 in long-term
capital lease obligations and $3.75 million in deferred rent and
other non-current liabilities; and $35.6 million in stockholders'
equity.

                       About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

                       Going Concern Doubt

KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern.  KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.


CLARITA JULIAN: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Clarita C. Julian
        2700 Silver Ridge Ave
        Los Angeles, CA 90039

Bankruptcy Case No.: 09-33073

Chapter 11 Petition Date: August 28, 2009

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

Judge: Barry Russell

Debtor's Counsel: Cedric Troncoso, Esq.
                  Law Office of Cedric Troncoso
                  317 N Euclid Ave # I - 2
                  Ontario, CA 91762
                  Tel: (909) 235-0914

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

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

A full-text copy of Ms. Julian's petition, including a list of her
6 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-33073.pdf

The petition was signed by Ms. Julian.


CLEAR CHANNEL: 3% to 27% of Deep-Discount Notes Offering Tendered
-----------------------------------------------------------------
Clear Channel Communications, Inc., on Friday unveiled the
expiration and final results of the cash tender offer by CC Finco,
LLC, an indirect wholly owned subsidiary of Clear Channel, to
purchase certain of Clear Channel's outstanding:

     * 6.25% Senior Notes due 2011,
     * 4.40% Senior Notes due 2011,
     * 5.00% Senior Notes due 2012,
     * 5.75% Senior Notes due 2013,
     * 5.50% Senior Notes due 2014, and
     * 10.75% Senior Cash Pay Notes due 2016

The Tender Offer expired at 12:00 midnight, New York City time, on
August 27, 2009 (inclusive of August 27, 2009).

              53 Cents-on-the-Dollar for 6.25% Notes

CC Finco has accepted for purchase all of the 6.25% Notes validly
tendered (and not validly withdrawn) in the Tender Offer.  The
aggregate principal amount of the 6.25% Notes validly tendered
(and not validly withdrawn) pursuant to the Tender Offer was
$20,204,000, representing approximately 2.69% of outstanding 6.25%
Notes.  The 6.25% Notes purchased by CC Finco will be acquired for
its account and will remain outstanding.  The total consideration
payable per $1,000 principal amount of 6.25% Notes is $530.00
(plus accrued and unpaid interest as described in the CC Finco
Offer to Purchase, dated July 31, 2009), which includes the early
tender premium described in the Offer to Purchase.

              49 Cents-on-the-Dollar for 4.40% Notes

CC Finco has accepted for purchase all of the 4.40% Notes validly
tendered (and not validly withdrawn) in the Tender Offer.  The
aggregate principal amount of the 4.40% Notes validly tendered
(and not validly withdrawn) pursuant to the Tender Offer was
$56,038,000, representing approximately 22.42% of outstanding
4.40% Notes.  The 4.40% Notes purchased by CC Finco will be
acquired for its account and will remain outstanding.  The total
consideration payable per $1,000 principal amount of 4.40% Notes
is $490.00 (plus accrued and unpaid interest as described in the
Offer to Purchase), which includes the early tender premium
described in the Offer to Purchase.

              40 Cents-on-the-Dollar for 5.00% Notes

CC Finco has accepted for purchase all of the 5.00% Notes validly
tendered (and not validly withdrawn) in the Tender Offer.  The
aggregate principal amount of the 5.00% Notes validly tendered
(and not validly withdrawn) pursuant to the Tender Offer was
$19,949,000, representing approximately 6.65% of outstanding 5.00%
Notes.  The 5.00% Notes purchased by CC Finco will be acquired for
its account and will remain outstanding.  The total consideration
payable per $1,000 principal amount of 5.00% Notes is $400.00
(plus accrued and unpaid interest as described in the Offer to
Purchase), which includes the early tender premium described in
the Offer to Purchase.

              37 Cents-on-the-Dollar for 5.75% Notes

CC Finco has accepted for purchase all of the 5.75% Notes validly
tendered (and not validly withdrawn) in the Tender Offer.  The
aggregate principal amount of the 5.75% Notes validly tendered
(and not validly withdrawn) pursuant to the Tender Offer was
$116,395,000, representing approximately 23.28% of outstanding
5.75% Notes.  The 5.75% Notes purchased by CC Finco will be
acquired for its account and will remain outstanding.  The total
consideration payable per $1,000 principal amount of 5.75% Notes
is $370.00 (plus accrued and unpaid interest as described in the
Offer to Purchase), which includes the early tender premium
described in the Offer to Purchase.

              30 Cents-on-the-Dollar for 5.50% Notes

CC Finco has accepted for purchase all of the 5.50% Notes validly
tendered (and not validly withdrawn) in the Tender Offer.  The
aggregate principal amount of the 5.50% Notes validly tendered
(and not validly withdrawn) pursuant to the Tender Offer was
$199,545,000, representing approximately 26.61% of outstanding
5.50% Notes.  The 5.50% Notes purchased by CC Finco will be
acquired for its account and will remain outstanding.  The total
consideration payable per $1,000 principal amount of 5.50% Notes
is $300.00 (plus accrued and unpaid interest as described in the
Offer to Purchase), which includes the early tender premium
described in the Offer to Purchase.

There were no 10.75% Notes validly tendered in connection with the
Tender Offer.

CC Finco intends to fund payment of all Notes purchased pursuant
to the Tender Offer, in part, with a contribution from Clear
Channel.

CC Finco will pay to The Depository Trust Company the total
consideration payable to validly tendering holders in the Tender
Offer, and Global Bondholder Services Corporation, the depositary
for the Tender Offer, will irrevocably instruct DTC to promptly
pay to such validly tendering holders the total tender offer
consideration, including accrued and unpaid interest on the
accepted Notes from the last applicable interest payment date to,
but not including, the actual date of settlement.

The Early Tender Date was previously set to expire at 5:00 p.m.,
New York City time, on August 13, 2009.  CC Finco also increased
the Maximum Payment Sublimit, which limits the aggregate amount of
funds that may be used to purchase 5.50% Notes and 10.75% Notes in
the Tender Offer, from $50,000,000 to $65,000,000.

CC Finco retained Goldman, Sachs & Co. and Citigroup Global
Markets Inc. as the Co-Lead Dealer Managers in connection with the
Tender Offer, and retained Morgan Stanley & Co. Incorporated,
Credit Suisse Securities (USA) LLC and Moelis & Company as the Co-
Dealer Managers for the Tender Offer.  Global Bondholder Services
Corporation is the Information Agent and Depositary for the Tender
Offer. Questions regarding the Tender Offer should be directed to
Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-
4692 (collect).  Requests for documentation should be directed to
Global Bondholder Services Corporation at (212) 430-3774 (for
banks and brokers only) or (866) 470-4200 (for all others toll-
free).

                      2nd Quarter Financials

Clear Channel recorded a net loss attributable to the Company of
$3,673,404,000 for the three months ended June 30, 2009, from net
income of $282,327,000 for the same period a year ago.  Clear
Channel posted a net loss attributable to the Company of
$4,091,621,000 for the six months ended June 30, 2009, from net
income of $1,081,980,000 for the same period a year ago.

Clear Channel recorded revenue of $1,437,865,000 for the three
months ended June 30, 2009, from $1,831,078,000 for the same
period a year ago.  Clear Channel posted revenue of $2,645,852,000
for the six months ended June 30, 2009, from $3,395,285,000 for
the same period a year ago.

As of June 30, 2009, Clear Channel had $17,897,885,000 in total
assets; and total current liabilities of $1,489,018,000 long-term
debt of $20,247,458,000, deferred tax liability of $2,407,801,000,
and other long-term liabilities of $723,821,000; resulting in
total Member's Deficit of $6,970,213,000.

A copy of the Company's Second Quarter report on Form 10-Q is
available for free at http://researcharchives.com/t/s?43ad

Headquartered in San Antonio, Texas, Clear Channel Communications,
Inc., is a global leader in the out-of-home advertising industry
with radio stations and outdoor displays in various countries
around the world.  CC Finco is an indirect wholly owned subsidiary
of Clear Channel.


COASTLINE MANUFACTURING: Court Denies Use of TFC's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied Coastline Manufacturing LLC and its debtor-affiliates'
motion to access cash securing repayment of loan with Textron
Financial Corporation until Aug. 31, 2009.

In a hearing on the Debtors' motion for cash collateral use held
on Aug. 20, 2009, at 2:00 p.m. in Courtroom 1475, TFC, a secured
creditor, was represented by its counsel, Tom Lallas of Levy,
Small & Lallas.

TFC objected to the Debtors' use of cash collateral, relating
that:

   -- the value of the Debtors' receivables, inventory, and
      equipment is barely enough to cover TFC's debt, leaving
      insufficient equity to provide TFC with adequate protection;

   -- the Debtors' likelihood for rehabilitation is slim;

   -- the value of TFC's collateral continues to decline as
      receivables are collected and inventory consumed; and

   -- immediately prior to the petition date, the Debtors refused
      to permit TFC's examiner to conduct an examination of the
      Debtors' books and records.

TFC has a blanket priority security interest in all of the
Debtors' personal property.

As of Coastline Manufacturing's petition date, the Debtors owed
TFC $2.18 million plus accruing interest from and after Aug. 7,
2009, attorney's fees and cost, and other chargeable fees and
expenses pursuant loan and security agreement as of Oct. 27, 2008.

Banning, California-based Coastline Manufacturing LLC operates a
manufacturing-plastic resin business.  The Company and its
affiliates filed for Chapter 11 on Aug. 11, 2009 (Bankr. Case C.D.
Calif. No. 09-28324).  Riordan J. Zavala, Esq., represents the
Debtors in their restructuring efforts.  In its petition, the
Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in debts.


COLONIAL BANK: Fitch Lifts Rating on Short-Term Deposits From 'C'
-----------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Evolving
Colonial Bank's deposit ratings, which were originally placed on
Watch on Aug. 14, 2009, following BB&T Corporation's assumption of
all Colonial Bank's deposits.  The ratings of Colonial Bank's
deposits have been aligned with those of BB&T and subsequently
withdrawn.

Fitch has upgraded and withdrawn these Colonial Bank
ratings:

  -- Long-term deposits to 'AA-' from 'C/RR3';
  -- Short-term deposits to 'F1+' from 'C'.


CONEXANT SYSTEMS: Amends Employment Pacts with Various Execs
------------------------------------------------------------
Conexant Systems, Inc., on August 28, 2009, entered into an
Amendment to Employment Agreement with each of Christian Scherp,
Co-President, Sailesh Chittipeddi, Co-President, Jean Hu, Chief
Financial Officer, Senior Vice President, Business Development,
and Treasurer, and Mark Peterson, Senior Vice President, Chief
Legal Officer and Secretary.

The Employment Agreement with each of the Executive Officers was
amended to provide that the cash lump-sum payment payable if the
Company terminates the Executive Officer's employment without
"cause" or if the Executive Officer resigns for "good reason" will
be equal to the sum of (1) any unpaid base salary (and any other
unpaid amounts) accrued through the Executive Officer's
termination date and (2) one times the Executive Officer's annual
base salary.

The cash lump-sum that was previously payable to each Executive
Officer under his or her Employment Agreement if the Company
terminated the Executive Officer's employment without "cause" or
if the Executive Officer resigned for "good reason" was equal to
the sum of (1) any unpaid base salary (and any other unpaid
amounts) accrued through the Executive Officer's termination date,
and (2) a specified dollar amount ($125,000 for Mr. Scherp,
$100,000 for Mr. Chittipeddi, $75,000 for Ms. Hu and $150,000 for
Mr. Peterson).

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

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


CONEXANT SYSTEMS: Closes Sale of Broadband Access to Ikanos
-----------------------------------------------------------
Conexant Systems, Inc., has completed the sale of its Broadband
Access product lines to Ikanos Communications, Inc. (NASDAQ: IKAN)
for $54 million.  The company received roughly $47 million in cash
at closing.  The remaining proceeds are subject to an escrow to be
released in one year.  Conexant's Broadband Access business
provided solutions for ADSL, VDSL, SHDSL, and PON applications.
The company expects to record a gain on the sale of its Broadband
Access product lines of approximately $35 million in the current
quarter.

Assets to be sold pursuant to the agreement include, among other
things, specified intellectual property, inventory, contracts and
tangible assets.  Ikanos agreed to assume certain liabilities,
including obligations under transferred contracts and certain
employee-related liabilities.

"With the sale of our Broadband Access business completed, we have
concluded the major restructuring of our business operations,"
said Scott Mercer, Conexant's chairman and chief executive
officer.  "The continuing Conexant, which we expect to be a
stronger, more focused, more profitable company, is now
concentrating exclusively on providing solutions for imaging,
audio, video, and various embedded-modem applications.  In each of
these segments, we have established leadership positions.

"Moving forward, we plan to expand these positions by applying our
core expertise in analog and mixed-signal design, firmware and
software development, and our extensive applications knowledge to
deliver solutions that enhance the success of our customers
worldwide," Mr. Mercer said.  "We also plan to capitalize on new
growth opportunities in adjacent markets that leverage our core
capabilities.

"Over the past several years, we have focused our product-
development and acquisitions efforts on our imaging and audio
product lines," Mr. Mercer said.  "In our most recently concluded
quarter, these key product lines delivered year-over-year growth
of 12 percent and sequential growth of 30 percent, and accounted
for more than 50 percent of total revenues for our continuing
company."

The sale of the Broadband Access business has been reflected as a
discontinued operation in the Company's unaudited condensed
consolidated balance sheet as of July 3, 2009, and the unaudited
condensed consolidated statement of operations for the nine months
ended July 3, 2009, included in its quarterly report on Form 10-Q
for the quarter ended July 3, 2009, which was filed with the
Securities and Exchange Commission on August 12, 2009.  The
Company has filed unaudited pro forma condensed consolidated
statements of operations of the Company for the three fiscal years
ended October 3, 2008, September 28, 2007, and September 29, 2006,
and accompanying notes to illustrate the effect of the
Transaction.  A full-text copy of the pro forma statements is
available at no charge at http://ResearchArchives.com/t/s?4386

                          Cash Incentives

Conexant on August 26, 2009, approved a one-time cash incentive
award of:

   -- $150,000 (before applicable taxes) to Jean Hu, Chief
              Financial Officer, Senior Vice President, Business
              Development, and Treasurer, and

   -- $100,000 (before applicable taxes) to Mark Peterson, Senior
              Vice President, Chief Legal Officer and Secretary,

in recognition of their efforts in connection with the Company's
sale of assets to Ikanos.

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

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


CONEXANT SYSTEMS: To Retire $80MM of Floating Rate Notes Due 2010
-----------------------------------------------------------------
Conexant Systems, Inc., plans to retire $80 million aggregate
principal amount of floating rate senior secured notes due in
November 2010.

Conexant said it plans to continue improving its capital structure
through the early retirement of up to $80 million of its floating
rate senior secured notes due in November 2010.  The Company is
commencing a tender offer for $73 million of the notes and intends
to purchase an additional $7 million of the notes.  If the Company
decreases the outstanding notes by $80 million, it estimates that
interest payments will be reduced by more than $5 million per
year.

The $80 million used in debt-reduction activities will be a
combination of proceeds from the Broadband Access sale and other
completed transactions, and cash from the balance sheet.

                 Core Operating-Expense Reductions

Prior to the completion of the Broadband Access transaction, the
Company initiated actions that will reduce core operating expenses
by $3 million per quarter exiting the calendar year.  The actions
consist of non-headcount and headcount-related cost-reductions.
Approximately 100 Conexant employees worldwide will be affected by
the reduction in force.  When the headcount reductions are
completed, the continuing Conexant will have 600 employees
worldwide.

"Once we complete our expense reductions and the early retirement
of a portion of our long-term debt, we anticipate that our
continuing company will deliver significantly improved financial
performance," Mr. Mercer said.  "We have an outstanding team, a
differentiated portfolio of innovative, cost-effective products,
and a customer base that includes worldwide leaders. Our highest
priority right now is to deliver profitable growth on a consistent
basis."

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

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


CONSECO INC: To Merge 3 Insurance Units to Build Capital
--------------------------------------------------------
Conseco, Inc. on August 31 announced a plan to consolidate three
insurance companies within its Conseco Insurance Group segment.

Under the plan, two insurance subsidiaries -- Conseco Insurance
Company and Conseco Health Insurance Company -- would be merged
into a third subsidiary -- Washington National Insurance Company.
Subject to the approval of insurance regulators in Arizona,
California and Illinois, Conseco expects to complete the merger in
the fourth quarter of 2009.

"We expect this merger to provide many benefits, chief among which
will be to increase Conseco's total adjusted statutory capital and
our consolidated risk-based capital ratio," said Conseco CEO Jim
Prieur.  "On a pro forma basis, if the merger and the agreement to
coinsure a block of non-core life insurance business (announced on
June 25, 2009) had been completed as of June 30, 2009, Conseco's
consolidated risk-based capital ratio would have been 265%, an
increase of 18 percentage points."

In addition, Prieur said, the merger will:

    * Provide an estimated $2.5 million of annual savings by
      eliminating the costs to administer and file financial
      reports and related audits and examinations on two statutory
      companies and by reducing overall premium tax payments.
      Offsetting these savings would be approximately $8 million
      of one-time expenses over the next 12 months, including
      costs to update and restock forms, update IT systems, modify
      agent appointments, and complete other changes arising from
      the merger.  (The planned merger would have no other impact
      on Conseco's earnings or financial statements under
      generally accepted accounting principles.)

    * Significantly simplify the structure of Conseco Insurance
      Group, putting nearly half of its inforce business and all
      of its new sales activity into a single company.

Upon completion of the merger, WNIC (domiciled in Illinois) would
have approximately $5.3 billion of statutory assets, 925,000
policies in force, $625 million of annual premiums, and $4.3
billion of statutory policy reserves, comprised of specified
disease and other supplemental health policies (58%), annuities
and other deposits (33%), and life insurance policies (9%).

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

As of June 30, 2009, the Company had $29.4 billion in total assets
and $27.0 billion in total liabilities

                           *     *     *

The current financial strength ratings of Conseco's primary
insurance subsidiaries from A.M. Best Company, S&P and Moody's
Investor Services, Inc., are "B (Fair)", "BB-" and "Ba2",
respectively.


CONVERGYS CORP: Debt-For-Debt Exchange Won't Move S&P's BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Cincinnati-based Convergys Corp. (BB+/Negative/--),
including the 'BB+' corporate credit rating, are unaffected by the
company's debt-for-debt exchange announcement.  Yesterday, the
company offered to the holders of its 4.875% senior notes that
mature on Dec. 15, 2009, the option to exchange that bond for new
5.75% junior subordinated convertible debentures that mature on
Sept. 15, 2029.

The exchange offer is capped at $122.5 million of the 4.875%
senior notes though $192.6 million is outstanding as of June 30,
2009.  S&P's negative outlook primarily reflects the operating
challenges that Convergys still faces across its three business
lines which outweigh the positives from this transaction.  Most
notably, the exchange offer enhances liquidity by extending the
maturity for over half of the outstanding senior notes, though S&P
note that the company had $336 million of cash on its balance
sheet as of June 30, 2009.


CONVERGYS CORP: Moody's Retains 'Ba1' Corp. Family Rating
---------------------------------------------------------
Convergys Corporation's Ba1 corporate family rating, SGL-2
speculative grade liquidity rating, and negative rating outlook
remain unchanged following the company's filing of its Form S-4
with the Securities and Exchange Commission, which outlined a
proposed offer to exchange up to $122.5 million of its remaining
$193 million of senior unsecured notes due December 2009 for 5.75%
subordinated convertible debentures due 2029.

The last rating action was on May 14, ,2009 when Moody's confirmed
Convergys' corporate family and senior unsecured notes ratings at
Ba1 and assigned a negative rating outlook.

Convergys Corporation, headquartered in Cincinnati, Ohio, provides
outsourced customer care, telecommunications and cable billing
services, and human resource services.


CRUCIBLE MATERIALS: Gets Court Nod to Auction Off All Assets
------------------------------------------------------------
Crucible Materials Corp. obtained permission from Judge Mary
Walrath to conduct a September 21 auction for substantially all
its assets, Michael Bathon at Bloomberg News reported.

As reported by the TCR on Aug. 25, 2009, Crucible Materials is
seeking 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.  Under the proposed timetable, all bids to
compete in the auction would have to be submitted by Sept. 17.

Crucible said 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.

                     About Crucible Materials

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.


CVC DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CVC Development Inc.
           dba Pleasantview Village
        32244 Paseo Adelanto
        Suite # D-8
        San Juan Capistrano, CA 92675

Bankruptcy Case No.: 09-19149

Chapter 11 Petition Date: August 28, 2009

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

Judge: Theodor Albert

Debtor's Counsel: John Saba, Esq.
                  13902 Gershon Pl
                  Santa Ana, CA 92705
                  Tel: (714) 544-1276
                  Fax: (714) 544-2307
                  Email: john-saba@sbcglobal.net

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

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

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

             http://bankrupt.com/misc/cacb09-19149.pdf

The petition was signed by Marcel COrdi, Chairman/secretary of the
Company.


DECRANE AEROSPACE: S&P Gives Negative Outlook; Affirms 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on DeCrane Aerospace Inc. to negative from developing and affirmed
its 'B-' long-term corporate credit rating.  At the same time, S&P
affirmed its 'B+' senior secured debt rating on the company and
left the recovery rating unchanged, at '1', indicating
expectations of very high (90% to 100%) recovery of principal in
the event of a payment default.  S&P also lowered its rating on
the second-lien credit facility to 'CCC' from 'B-' and revised the
recovery rating to '6' from '4', indicating expectations of
negligible (0 to 10%) recovery of principal, based on S&P's
expectation that DeCrane's value and the amounts lenders would
receive in the event of bankruptcy would be less than S&P
previously expected.

"The outlook revision is based on lower demand for corporate
Aircraft -- which S&P expects to constrain improvement in the
company's highly leveraged financial risk profile -- and S&P's
concern about near-term covenant compliance," said Standard &
Poor's credit analyst Betsy Snyder.  The corporate credit rating
reflects high debt, weak credit protection measures, the cyclical
and competitive corporate aircraft supplier industry, and the
company's small scale of operations.

DeCrane benefits from its leading position in niche markets for
manufacturing corporate aircraft interiors, especially cabinetry,
and good operating profit margins from core operations.  Wichita,
Kansas-based DeCrane, which is owned by unrated DLJ Merchant
Banking, is the largest independent provider of a full line of
interior cabin products for corporate jets.  Other operations
include the installation of auxiliary fuel tanks on Boeing Co.
business jets and the interior completion (installation) business,
which it will exit within the next year because of significant
cash flow requirements associated with completions.

Business jet suppliers are facing a significant reduction in
demand caused by reduced corporate profits globally, an increased
number of attractively priced used aircraft on the market, and the
stigma attached to business jet travel in the current economy.
S&P expects the downturn to last well into 2010 at least, which
will likely delay an improvement in the company's financial risk
profile.  S&P expects debt to EBITDA of more than 7x and EBITDA
interest coverage of about 1x through 2010, with minimal free cash
flow and continued high debt.  (Privately held DeCrane does not
release its financial results publicly.)

S&P believes DeCrane's liquidity is weak.  The company was in
default on certain financial covenants at Dec. 31, 2008, and
March 31, 2009.  In May 2009, it amended its covenants and was in
compliance at June 30, 2009, with a limited cushion.  Because the
weak market conditions are expected to continue, financial
covenants (leverage and interest-coverage ratios) may have to be
amended again in the next year if financial results remain under
pressure.  In the past, DLJ has contributed cash to cure covenant
defaults and could do so in the future as well.

The outlook is negative.  S&P would likely lower the ratings if
operational shortfalls result in weaker credit protection measures
or covenant breaches that are not cured by additional equity
infusions or credit facility amendments.  Although not likely in
the near term, S&P could revise the outlook to stable if financial
performance improves and the covenant cushion increases.


DELTEK INC: Amends & Restates Credit Suisse Loan Agreement
----------------------------------------------------------
Deltek, Inc., on August 24, 2009, completed the amendment of its
existing credit agreement.

Under the amended and restated credit agreement, the maturity of
$22.5 million of the Company's current revolving credit facility
and approximately $129.4 million of the Company's existing term
loans was extended to April 22, 2013.  The remaining $7.5 million
of the Company's current revolving credit facility will expire on
April 22, 2010, and approximately $50.2 million of the Company's
existing term loans will mature on April 22, 2011.  There
currently are no borrowings outstanding under the revolving credit
facility.

For the revolving credit facility and term loans that were
extended to April 22, 2013, the Company will pay an interest rate
equal to LIBOR plus 4.25%, with a LIBOR floor of 2.00%.  In
addition, the Company will pay an annual fee equal to 0.75% of the
undrawn portion on the revolving credit facility that was extended
to April 22, 2013.

The amended and restated credit agreement also modified certain
covenants and definitions to provide the Company with additional
flexibility on a going-forward basis.

A full-text copy of the AMENDMENT AND RESTATEMENT AGREEMENT dated
August 24, 2009, to the Credit Agreement dated April 22, 2005, as
amended, among DELTEK, INC., as Borrower; the Lenders; and CREDIT
SUISSE, as administrative agent and collateral agent, is available
at no charge at http://ResearchArchives.com/t/s?439d

A full-text copy of the AMENDED AND RESTATED CREDIT AGREEMENT
dated August 24, 2009, among DELTEK, INC.; THE LENDERS; and
CREDIT SUISSE as Administrative Agent and Collateral Agent;
CREDIT SUISSE SECURITIES (USA) LLC as Bookrunner and Lead
Arranger; WACHOVIA BANK, NATIONAL ASSOCIATION as Syndication
Agent; and SUNTRUST BANK, as Documentation Agent, is available at
no charge at http://ResearchArchives.com/t/s?439e

Moody's has revised Deltek, Inc.'s speculative grade liquidity
rating to SGL-1 from SGL-2 as a result of the extension of the
maturity date on the company's credit facilities to 2013 and
alleviation of near term amortization.  The extension of the
maturity dates addresses the April 2010 maturity of their revolver
and term loan amortization payments that were to begin in June
2010.  The B1 corporate family rating and other ratings remain
unchanged.

Standard & Poor's Rating Services also has raised its corporate
credit rating on Deltek Inc. to 'BB-' from 'B+'.  The outlook is
stable.  At the same time, S&P raised its issue-level ratings on
the company's senior secured credit facilities to 'BB+' (two
notches above the corporate credit rating) from 'B+'.  The
facilities consist of a $30 million revolving credit facility and
a $215 million term loan ($179.6 million outstanding).  S&P also
revised the recovery ratings on the senior secured credit
facilities to '1' from '3', indicating S&P's expectation for very
high (90%-100%) recovery of principal in the event of a payment
default, due to a reduction of the secured debt balance under
S&P's default scenario.

"The upgrade follows Deltek's recent amendment of its credit
facility, which reduces near term refinancing risk by extending
the maturity date on $22.5 million of its revolving credit
facility and $129.4 million of term loan debt to April 2013," said
Standard & Poor's credit analyst Susan Madison.  S&P also expects
Deltek's financial profile to strengthen over the next year as the
company repays $50.2 million of remaining term loan debt by April
2011.  Deltek is a provider of enterprise software applications
and services for project-focused businesses.  The company targets
small-to-midsize companies and has a large number of customers in
government contracting and architectural and engineering (A&E) end
markets.  Debt outstanding at June 30, 2009, totaled about
$180 million.

                            About Deltek

Herndon, Virginia-based Deltek Inc. (Nasdaq: PROJ) --
http://www.deltek.com/-- provides enterprise applications
software designed specifically for project-focused businesses.
For more than two decades, the Company's software applications
have enabled organizations to automate mission-critical business
processes around the engagement, execution and delivery of
projects.  More than 12,000 customers worldwide rely on Deltek to
measure business results, optimize performance, streamline
operations and win new business.

As of June 30, 2009, Deltek had $266.6 million in total assets and
$249.2 million in total liabilities, resulting in $17.4 million in
stockholders' equity.


DETROIT PUBLIC SCHOOLS: Seeks $500-Mil. in New Bond Sales
---------------------------------------------------------
Darrell Preston at Bloomberg News reports that Detroit Public
Schools plans to seek $500 million of new bonding authority.
According to the report, spokesman Steven Wasko said the district
in November plans to ask voters to approve the debt so the schools
can take advantage of Build America Bonds and other financing
under the $787 billion economic stimulus passed by Congress and
signed by President Barack Obama in February.

As reported by the TCR on August 14, 2009, Robert Bobb, emergency
financial manager for Detroit Public Schools, is expected to
decide this month whether the school district should file for
Chapter 9 bankruptcy.  The District has an estimated budget
deficit of

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


EQUIGUARD INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Equiguard, Inc.
        111 Pasquinelli Dr.
        Westmont, IL 60559

Bankruptcy Case No.: 09-31943

Chapter 11 Petition Date: August 28, 2009

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

Judge: John H. Squires

Debtor's Counsel: Ira Bodenstein, Esq.
                  Shaw, Gussis, Fishman, Glantz, etal
                  321 N. Clark Street, Suite 800
                  Chicago, IL 60610
                  Tel: (312) 666-2861
                  Fax: (312) 275-0556
                  Email: ibodenstein@shawgussis.com

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

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

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

            http://bankrupt.com/misc/ilnb09-31943.pdf

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


EVEREST HOLDINGS: Files for Chapter 11; Has $15MM Carmel DIP Loan
-----------------------------------------------------------------
Everest Holdings, LLC, EDC Denver I, LLC and 7677 E. Berry Avenue
Associates, L.P. (7677), the entity that owns The Landmark and The
Meridian residential condominium towers, and The Village Shops
retail project, have filed voluntary petitions for protection
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court in Colorado.  The Company will continue with
sales and operations of its residential towers, as it restructures
and extends its existing financing, and retailers will continue
operations as usual at The Village Shops at Landmark.  The Chapter
11 filing does not include the separately-owned European Village
of Homes, a 13-acre, 216-unit master-planned community just to the
south of The Landmark, slated to be built as part of the second
phase of the project.

Since opening in May 2008, 139 condominium homes have been
purchased at The Landmark and The Meridian, totaling approximately
$95 million in residential sales.  The Village Shops have also
flourished, with over 80 percent of the available 185,000 square
feet leased to some of Denver's most successful restaurants,
retailers and entertainment venues. In the past three months
alone, four new retailers and restaurants totaling nearly 13,000
square feet have made lease commitments for available spaces at
The Village Shops.

"We are grateful to the Denver community for its tremendous
support of The Landmark community over the past four years. This
support has led to continued success even through the downturn in
the economy and more specifically, of the residential home market.
We regret that certain challenges, including financing issues with
the project's senior lender, Hypo Real Estate Capital Corporation,
combined with the local and national slowdown of residential home
sales, and the inability of our buyers to sell their existing
homes and obtain financing for their new homes here at Landmark,
have unfortunately impacted our cash flow and made reorganization
our only option," said Zack Davidson, president and chief
executive officer of Everest Development Company, the developer of
The Landmark, and sole manager of EDC Denver I, LLC, the general
partner of 7677, the Landmark's ownership entity.

"Even with the project's continued success, the ownership group
has run into a problem that is unfortunately far too common in
today's economy -- a financially-distressed lender that is
unwilling to provide us with a short-term loan extension in order
to facilitate an orderly repayment," he added.

7677 has assets with a current value of approximately $165
million, and debts totaling $100 million, including $93.8 million
in secured construction debt with Hypo Real Estate Capital
Corporation (Hypo).  Since 2008, 7677 has repaid Hypo
approximately $90 million toward its $182 million construction
loan, resulting in a current outstanding balance of $93.8 million.

Hypo is a New York-based real estate lender that is owned by the
German financial institution, Hypo Real Estate Holding AG (HRE).
In June of 2009, the German Financial Markets Stabilization Fund
(SoFFin) acquired a 90 percent stake in the share capital of HRE,
effectively nationalizing Hypo. HRE reported a loss of $1.13
billion Euros for the first six months of 2009.

"Over the last several months, the ownership group has repeatedly
requested a formal extension of our loan with Hypo, which matures
in November of 2009.  Hypo has consistently indicated a complete
unwillingness to renew the loan for even a few months unless we
agree to bulk sales of unsold condominiums and a substantial
discount on all unsold residences. Either of these options will
have a hugely negative impact on the value of our existing
homeowners' property, and will eliminate the chance of returning
the invested capital to the other stakeholders in the property,"
said Davidson.

The company also announced that it has executed a loan agreement
for a debtor-in-possession financing facility of $15 million with
Carmel Landmark, LLC, an indirect subsidiary of Carmel Partners
Fund III, LLC, a prominent $700 million real estate investment
fund headquartered in San Francisco with offices in Denver.
Carmel Partners was founded by Denver native Ron Zeff in 1992, who
continues to serve as the company's chief executive.  When
approved by the Court, the new facility will provide enough
capital to the ownership entity to complete all remaining
construction in the development, as well as provide funds adequate
to pay for the day-to-day operations of the community going
forward.

Under Chapter 11, which provides a legal mechanism for the court-
supervised reorganization of a company's obligations, 7677 will
seek to restructure and extend its existing construction financing
with Hypo.  The company's immediate focus is operating the
development in the same first-class manner and working toward a
reorganization plan with the court and creditors centered on the
restructure and extension of the existing Hypo debt.  As with all
Chapter 11 proceedings, 7677 must submit its reorganization plan
within 120 days of filing.  Once the Court and creditors accept
the plan, it can emerge from Chapter 11 status.  Creditors and
other interested parties can access any court documents to obtain
information on the case as it progresses.

"We are committed to working diligently to emerge from Chapter 11
as quickly as possible.  In the meantime, we want to assure our
residents, retailers and patrons that our goal is to protect the
tangible and intangible assets of this community, including our
brand as the premier mixed-use development in South Denver.
Visitors to The Landmark, who come to enjoy our many restaurants,
see a movie, visit Comedy Works, have a cup of coffee, shop, or
visit friends who live here, will enjoy the same quality
experience," Davidson added.

"The Landmark has become an integral part of the Greenwood Village
community. Since opening, The Landmark has become a frequent
destination of our residents, as they enjoy the many amenities
provided there. We are optimistic that The Landmark will emerge
from its financial difficulties and continue to be great place for
residents to live, eat, shop and play," said Nancy Sharpe, mayor
of the City of Greenwood Village.

                          About The Landmark

The Landmark -- http://www.visitthelandmark.com/-- is Denver's
premier luxury, residential, retail and entertainment development
and is located in Greenwood Village. The project includes two
high-rise residential towers, The Landmark and The Meridian, with
135 and 141 luxury condominium homes, respectively. The project's
retail development, The Village Shops at The Landmark, features
185,000 square-feet of high-end retail space, including two major
entertainment venues. The Landmark was developed by Everest
Development Company and is owned by 7677 E. Berry Avenue
Associates, LP, a single purpose entity whose General Partner, EDC
Denver I, LLC, is owned and managed by Zack Davidson, the
President and CEO of Everest Development Company.


EVEREST HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Everest Holdings, LLC
        585 S. FM 1138
        Nevada, TX 75173

Case No.: 09-27906

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
EDC Denver I, LLC                                  09-27907

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Daniel J. Garfield, Esq.
                  410 17th St., 22nd Fl.
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Email: dgarfield@bhfs.com

                  Michael J. Pankow, Esq.
                  410 17th St., 22nd Fl.
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111
                  Email: mpankow@bhfs.com

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

Estimated Debts: $50,000,001 to $100,000,000

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


EZ LUBE: Files Reorganization Plan, Offers Stock for Creditors
--------------------------------------------------------------
EZ Lube LLC filed with the Bankruptcy Court a proposed
reorganization plan that would convert $94.5 million of claims
into new stock.  The Plan would give 49.9% of the new stock to the
first-lien lenders, with the remainder going to second-lien and
unsecured creditors, Bill Rochelle at Bloomberg News reported.
The Bankruptcy Court will convene a hearing to consider approval
of the disclosure statement attached to the Plan on September 18.
EZ Lube will be able to formally begin soliciting votes on, then
seek confirmation of the Plan, following approval of the
Disclosure Statement.

According to Mr. Rochelle, under the Plan, DIP Lenders owed
$62.5 million will receive about $8.5 million in cash while
converting $40 million of their loan into exit financing.  The
remainder, about $22.5 million, is to be converted into stock.
Second-lien lenders owed $29.5 million, mezzanine lenders owed
$17.1 million and unsecured creditors with $20.6 million in claims
will spit up the remainder of the stock.

Prior to the filing, EZ Lube owed $96 million to prepetition
secured creditors and $11 million to unsecured creditors including
suppliers.

A copy of the Disclosure Statement is available for free at:

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

The Bankruptcy Court has extended EZ Lube's exclusive period to
file a plan until November 5, 2009, and its exclusive period to
solicit acceptances of that plan until January 4, 2010.

                           About EZ Lube

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com/-- provides oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.

On December 9, 2008, EZ Lube together with Xpress Lube-Tech, Inc.,
filed for Chapter 11 (Bankr. D. Del., Lead Case No. 08-13256).
The company's attorneys are Curtis A. Hehn, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP.  Broadway
Advisors LLC has been tapped as financial advisor, and
Coffey Management Company as chief restructuring advisor.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
In its petition EZ Lube estimated assets and debts of $100 million
to $500 million each.

As reported in the December 10 issue of the Troubled Company
Reporter, EZ Lube along with its affiliate, Xpress Lube-Tech Inc.,
filed for bankruptcy to facilitate a sale transaction with EZ Lube
Acquisition Company LLC, an affiliate of its existing lenders,
funds managed by GSO Capital Partners LP.  However, the sale di
not push through.


FINDEX.COM INC: June 30 Balance Sheet Upside-Down by $676,137
------------------------------------------------------------
FindEx.com Inc.'s balance sheet at June 30, 2009, showed total
assets of $1.12 million and total liabilities of $1.79 million,
resulting in a stockholders' deficit of $676,137.

For three months ended June 30, 2009, the Company posted a net
loss of $250,402 compared with a net loss of $337,780 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $576,114 compared with a net income of 81,341 for the same
period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern through Dec. 31, 2009.  The Company
noted that as of June 30, 2009, it had a year-to-date net loss of
$576,114, and negative working capital of $1.36 million, and an
accumulated deficit of $8.63 million and $8.05 million as of
June 30, 2009, and Dec. 31, 2008, respectively.

The Company added that it has taken several actions intended to
mitigate against this risk. These actions include relying on the
approximately $261,000 cash reserve from the 2007 sale of its
Membership Plus product line and pursuing mergers and acquisitions
that will provide profitable operations and positive operating
cash flow.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4389

Headquartered in Omaha, Nebraska, FindEx.com Inc. (OTC BB: FIND)
-- http://www.quickverse.com/-- develops, publishes, and
distributes (through a license agreement) software for churches,
ministries, and other Christian organizations.  Its primary
product is a search application called QuickVerse, which is
designed to facilitate biblical research.

Other offerings include publishing software for Christian-themed
printed materials; applications that assist pastors in developing
sermons; children's Christian entertainment software; and language
tutorials for Greek and Hebrew.  Investment firm Barron Partners
owns about 60% of FindEx.com.


FIRSTPLUS FINANCIAL: Allegedly Lost $4.86MM to Scarfo & Pelullo
---------------------------------------------------------------
George Anastasia at Philadelphia Inquirer reports that for Matthew
D. Orwig, the court-appointed trustee for FirstPlus Financial
Group, Inc., has accused mobster Nicodemo S. Scarfo and Elkins
Park business consultant Salvatore Pelullo of taking at least
$4.86 million out of the Company.

Philadelphia Inquirer states that lawyers for Mr. Orwig sought on
August 7 the bankruptcy court's permission to investigate "insider
transactions" that occurred after "a group of individuals
allegedly associated with Salvatore Pelullo assumed control" of
FirstPlus in 2007.  At least $4.86 million and 1.6 million shares
of company stock were transferred to companies believed to be
controlled by Messers. Pelullo and Scarfo, the report says, citing
Mr. Orwig.  According to the report, law enforcement sources said
that the FBI, in coordination with the U.S. Attorney's Office in
Camden, are currently conducting a probe on business deals with
Messrs. Scarfo and Pelullo for possible fraud.

Mr. Orwig said in court documents that Mr. Pelullo, former
FirstPlus CEO John Maxwell, and William Maxwell -- the former
special counsel to the Company -- are "targets of the federal
grand jury investigation."

Messrs. Pelullo and Scarfo have denied any wrongdoing, according
to Philadelphia Inquirer.

Indictments are expected this year, Philadelphia Inquirer says,
citing people familiar with the matter.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FISHER CREEK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Fisher Creek, L.C.
           dba Signature Holding Company
        P.O. Box 195
        Kimberling City, MO 65686

Bankruptcy Case No.: 09-31055

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Judge: Jerry W. Venters

Debtor's Counsel: Raymond I. Plaster, Esq.
                  2032 E. Kearney, Ste. 201
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  Email: riplaster@rip-pc.com

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

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

According to the schedules, the Company has assets of at least
$6,900,000, and total debts of $4,918,398.

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

The petition was signed by Chris Ales.


FLA OWNER VI: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: FLA Owner VI, Inc.
        225 W. Hubbard St., #500
        Chicago, IL 60610

Case No.: 09-31877

Chapter 11 Petition Date: August 28, 2009

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Scott R. Clar, Esq.
            Crane Heyman Simon Welch & Clar
            135 S Lasalle Suite 3705
            Chicago, IL 60603
            Tel: (312) 641-6777
            Fax: (312) 641-7114
            Email: sclar@craneheyman.com

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

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

According to the schedules, the Company has assets of at least
$17,264,396, and total debts of $25,270,313.

The petition was signed by Brian Niven, the company's secretary-
treasurer.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Arnstein & Lehr LLP            Legal fees             $51,029

Aucamp, Dellenback & Whitney   Appraisal fees         $4,000

Bank of America                Seminole Beach         $8,325,000
fka LaSalle Bank National      Amd Plat 1-15 B,       ($7,438,150
    Assoc.                     Lots 7, 8, 9 & 10,      secured)
Mailcode: IL4-135-08-20        Blk 2, Broward         ($3,990,000
135 S. LaSalle, St#820         County Florida,         senior
Chicago, IL 60603              Property ID No.         lien)
                               11226-01-01300

Broward County Revenue         Real estate taxes      $360,614
Collection Div.                for 2007
115 S. Andrews Avenue
#A 100
Fort Lauderdale, FL 33301

Broward County Revenue         2008 real property     $347,094
Collection Div.                taxes
115 S. Andrews Avenue
#A 100
Fort Lauderdale, FL 33301

Broward County Revenue         Seminole Beach         $161,423
Collection Div.                Amd Plat 1-15 B,       ($7,438,150
115 S. Andrews Avenue          Lots 7, 8, 9, & 10,     secured)
#A 100                         Blk 2, Broward         ($14,809,161
Fort Lauderdale, FL 33301      County, Florida,        senior
                               Property ID No.         lien)
                               11226-01-01300

Broward County Revenue         Seminole Beach         $155,371
Collection Div.                Amd Plat 1-15 B,       ($7,438,150
115 S. Andrews Avenue          Lots 7, 8, 9 & 10,      secured)
#A 100                         Blk 2, Broward         ($14,970,584
Fort Lauderdale, FL 33301      County, Florida,        senior
                               Property ID No.         lien)
                               11226-01-01300

Butler Rubin Saltarelli                               $108,213
& Boyd LLP

Calvin, Giordano & Assoc.                             $3,587
Inc.

Canam Electric                 Seminole Beach         $66,000
c/o Larry R. Leiby, Esq.       Amd Plat 1-15 B,       ($7,438,150
1000 Sawgrass Corp. Pkwy       Lots 7, 8, 9 & 10,      secured)
#552                           Blk 2, Broward         ($12,315,000
Fort Lauderdale, FL 33323      County, Florida,        senior
                               Property ID No.         lien)
                               11226-01-01300
CSC                                                   $215

Dillon Pools                   Miscellaneous          $28,949
                               goods and services

Elite Illustration             Miscellaneous          $424
                               goods and services

Holland & Knight               Legal services         $360,101
Box 864084
11050 Lake Underhill Rd
Orlando, FL 32825

McCarthy & Trinka, Inc.                               $1,097

Michael Lerner                                        $30,000

Rigsby Construction            Seminole Beach         $511,000
c/o Charles S. Dale, Esq.      Amd Plat 1-15 B,       ($7,438,150
414 NE 4th St                  Lots 7, 8, 9, & 10,    secured)
Fort Lauderdale, FL 33301      Blk 2, Broward         ($12,381,000
                               County, Florida,        senior
                               Property ID No.         lien)
                               11226-01-01300

Straticon                      Seminole Beach         $1,852,161
c/o Charles B. Hernicz, Esq.   Amd Plat 1-15 B,       ($7,438,150
15854 Bent Creek Rd            Lots 7, 8, 9, & 10,    secured)
Wellington, FL 33414           Blk 2, Broward         ($12,892,000
                               County, Florida,        senior
                               Property ID No.         lien)
                               11226-01-01300

Thermal Concepts               Seminole Beach         $65,000
c/o Michael E. Stearns, Esq.   Amd Plat 1-15 B,       ($7,438,150
100 Sawgrass Corp. Pkwy        Lots 7, 8, 9, & 10,    secured)
#552                           Blk 2, Broward         ($14,744,161
Fort Lauderdale, FL 33323      County, Florida,        senior
                               Property ID No.         lien)
                               11226-01-01300


FLEETWOOD ENTERPRISES: Updated Case Summary & 30 Unsec. Creditors
-----------------------------------------------------------------
Debtor: Fleetwood Enterprises, Inc.
        3125 Myers Street
        Riverside, CA 92513

Bankruptcy Case No.: 09-14254

Chapter 11 Petition Date: March 10, 2009

Debtor-affiliates filing separate to Chapter 11 petitions on
March 10, 2009:

        Entity                                     Case No.
        ------                                     --------
Fleetwood Holdings Inc.                            09-14255
Continental Lumber Products, Inc.                  09-14262
Fleetwood General Partner of Texas, Inc.           09-14268
Fleetwod Home Centers of Nevada                    09-14272
Fleetwood Home Centers of Texas, Inc.              09-14277
Fleetwood Homes Investment, Inc.                   09-14282
Fleetwood Homes of Arizona, Inc.                   09-14293
Fleetwood Homes of California, Inc.                09-14314
Fleetwood Homes of Florida, Inc.                   09-14319
Fleetwood Homes of Georgia, Inc.                   09-14321
Fleetwood Homes of Idaho, Inc.                     09-14322
Kings Holdings                                     09-14323
Fleetwood Homes of Indiana, Inc.                   09-14325
Fleetwood Homes of Kentucky, Inc.                  09-14327
Fleetwood Homes of Mississippi, Inc.               09-14330
Fleetwood Homes of North Carolina, Inc.            09-14334
Fleetwood Homes of Oregon, Inc.                    09-14337
Fleetwood Homes of Pennsylvania, Inc.              09-14346

Debtor-affiliates filing separate to Chapter 11 petitions on
Aug. 11, 2009:

        Entity                                     Case No.
        ------                                     --------
Fleetwood Retail Corp. of Arkansas                 09-28439
Fleetwood Retail Corp. of Florida                  09-28440
Fleetwood Retail Corp. of Georgia                  09-28441
Fleetwood Retail Corp. of South Carolina           09-28443

Type of Business: The Debtors produce recreational vehicles and
                  manufactured homes.  The Debtors have about
                  9,000 associates working in facilities
                  strategically located throughout the nation.

                  See: http://www.fleetwood.com

Court: Central District Of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Craig Millet, Esq.
                  cmillet@gibsondunn.com
                  Gibson, Dunn & Crutcher LLP
                  4 Park Plaza #1400
                  Irvine, CA 92614
                  Tel: (94...
                  Fax: (949) 475-4651

Auditor: Ernst & Young LLP

Consultant FTI Consulting Inc.

Financial Advisor: Greenhill & Co. LLC

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of America                Letters of Credit $62,191,000
Attn: Todd Eggertsen
55 S. Lake Avenue, Suite 900
Pasadena CA, 91101
Tel: (62...

Caspian Capital Management     6% Convertible    $32,425,550
LCC                            Trust Preferred
Attn: Benoit Jacquin           Securities
745 Fifth Avenue
28th Floor
New York, NY 10151
Tel: (21...
Fax: (212) 867-9328

Angelo, Gordon & Co., LP       6% Convertible     $20,000,000
Attn: Todd Arden               Trust Preferred
245 Park Avenue                Securities
28th Floor
New York, NY 10167
Tel: (775) 832-6250
Fax: (773) 832-6266

Zazove Associates, LLC          6% Convertible    $12,970,200
Attn: Gene T. Pretti            Trust Preferred
1001 Tahoe Boulevard            Securities
Incline Village, NV 89451

Riva Ridge Capital Management   6% Convertible    $9,000,000
55 5th Avenue                   Trust Preferred
New York, NY 10003              Securities
Tel: (212) 206-0144

Goldman Sachs & Company, Inc.   6% Convertible    $8,268,900
Attn: Michelle Breyer           Trust Preferred
One New York Plaza              Securities
New York, NY 10004
Tel: (212) 357-5501
Fax: (212)357-1100

Ctfs - Citrus Park LLC          Operating Leases  $6,608,718
Attn: Linda Weber
18012 Sky Park Circle
Suite 200
Irvine, CA 92614-6429
Tel: (949) 798-8100
Fax: (949) 798-5904

Gabriel Capital, LP             6% Convertible    $5,250,000
Attn: Michael Autera            Trust Preferred
450 Park Avenue                 Securities
32nd Floor
New York, NY 10022
Tel: (212) 838-7200
Fax: (212) 838-9603

Morgan Stanley & Co             6% Convertible    $5,250,000
Attn: James Kemeny              Trust Preferred
1585 Broadway                   Securities
New York, NY 10036
Tel: (212) 761-1536
Fax: (212) 761-0086

UMB Investment Advisors         6% Convertible    $4,898,000
Attn: Gregory Jerzyk            Trust Preferred
1010 Grand Boulevard            Securities
Kansas City, MO 64106
Tel: (816) 860-7000
Fax: (816) 860-4642

Pershing Inc                    6% Convertible    $4,882,250
Attn: Deniss Wallestad          Trust Preferred
One Pershing Plaza              Securities
Jersey City, NJ 07399
Tel: (201) 413-2000
Fax: (201) 413-0934

Mellon Bank                     6% Convertible    $4,500,000
500 Grant Street                Trust Preferred
Pittsburgh, PA 15219            Securities
Tel: (412) 234-5000
Fax: (412) 234-4025

Oppenheimer & Co. Inc.          6% Convertible    $3,504,050
125 Broad Street                Trust Preferred
14th Floor                      Securities
New York, NY 10004
Tel: (212) 668-8000
Fax: (212) 943-8278

Oaktree Capital Management LLC  6% Convertible    $3,500,000
Attn: George Leiva              Trust Preferred
333 South Grand Avenue          Securities
28th Floor
Los Angeles, CA 90071
Tel: (213) 830-6433
Fax: (213) 830-6393

Royce & Associates LLC          6% Convertible    $3,500,000
Attn: Charles Royce             Trust Preferred
1414 Avenue of Americas         Securities
New York, NY 10019
Tel: (212) 486-1445
Fax: (212) 752-8875

Raven Investment Company        6% Convertible    $2,625,000
Limited                         Trust Preferred
21 Dai Fu Street Tai            Securities
Po Industrial Estate
New Territories
Honk Kong

Jefferies & Company, Inc.       6% Convertible    $2,565,000
Attn: Robert Schenosky          Trust Preferred
520 Madison Avenue              Securities
12th Floor
New York, NY 10022
Tel: (212) 284-2120
Fax: (212) 284-2111

Parque Industrial El Dorado     Guarantee         $2,500,000
S.A.De C.V.
Attn: Jose Luis Faus Sotelo
10.5 de la Carretera
a San Luis Rio Colorado
Mexacali Baja California
Mexico
Tel: (760) 690-1328
Fax: 011-686-842-71-42

Loeb Partners Corp              6% Convertible    $2,500,000
Attn: Frederick Fruitman        Trust Preferred
61 Broadway 2400                Securities
New York, NY 10006
Tel: (212) 483-7060
Fax: (212) 425-7090

GAMCO Investors, Inc.           6% Convertible    $1,932,500
Attn: William Selby             Trust Preferred
One Corporate Center 401        Securities
Theodore Fremd Avenue
Rye, NY 10580
Tel: (914) 921-5010
Fax: (914) 921-5392

The petition was signed by Andrew M. Griffiths, senior vice
president and chief financial officer


FLUID ROUTING: Proposes December 2 Extension for Chapter 11 Plan
----------------------------------------------------------------
Fluid Routing Solutions Inc. asks the Bankruptcy Court to extend
its exclusive period to file a liquidating plan until December 2,
Bill Rochelle at Bloomberg News reports.  The Court will convene a
hearing to consider the extension on September 22.  Fluid Routing
has sold most of its assets since filing for Chapter 11 in
February.

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. now known as Carolina Fluid Handling, Inc. --
http://www.markivauto.com/-- makes automobile parts and
accessories.  The Company has manufacturing facilities located in
Lexington, Tennessee; Big Rapids, Michigan; Oscala, Florida; and
Easley, South Carolina.  The Company's Detroit facility closed in
2008.  The Company was formed in May 2007 when Sun Capital
purchased the Dayco business from auto-parts manufacturer Mark IV
Industries Inc.  The company was the 10th of 15 investments by Sun
Capital Partners Inc. to file in Chapter 11 since January 2006.

Fluid Routing Solutions and three affiliates filed for Chapter 11
on February 6, 2009 (Bank. D. Del. Lead Case No. 09-10384).  Judge
Christopher Sonchi handles the case.

Neil E. Herman, Esq., Kimberly A. Taylor, Esq., Oksana Lashko,
Esq., Kizzy L. Rosenblatt, Esq., Alexis L. Allen, Esq., Rachel
Jaffe Mauceri, Esq., and Luaren Hofmann, Esq., at Morgan Lewis &
Bockuis LLP, represent the Debtors as counsel.  Michael R. Nestor,
Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor LLP, represent the Debtors as Delaware counsel.   Mesirow
Financial Interim Management, LLC, is the Debtors' restructuring
advisor.  In its bankruptcy petition, Fluid Routing listed assets
of $10 million to $50 million and debts of $50 million to
$100 million.

The Debtors have sold, through a Court-sanctioned sale process,
their hose extrusion and fuel assembly service business to FRS
Holding Corp. for $11,000,000.  Following the sale, Fluid Routing
Solutions changed its corporate name to Carolina Fluid Handling,
Inc.


FORBES MEDI-TECH: Earns C$3.1 Million in Six Months Ended June 30
-----------------------------------------------------------------
Forbes Medi-Tech Inc. reported a net income of C$113,029 for three
months ended June 30, 2009, compared with a net loss of
C$3.02 million for the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of C$3.10 million compared with a net loss of
C$4.68 million for the same period in 2008.

The Company's balance sheet showed total assets of C$6.99 million,
total liabilities of C$1.59 million and shareholders' equity of
C$5.40 million.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company noted that its future
operations are completely dependent upon its ability to complete a
merger, acquisition or other suitable transaction, or secure
additional funds.  The market for any of these activities for
companies has always been challenging.  The Company believes that
current economic conditions and uncertainties have provided, and
will continue to provide, additional challenges.  If the Company
cannot complete one or more of these activities in advance of the
end of the first quarter of 2010, the Company will have to
consider winding up, dissolution or liquidation of the Company.

A full-text copy of the Company's Q2 Financial Statements for the
Period ended June 30, 2009, is available for free at:

               http://ResearchArchives.com/t/s?4391

                      About Forbes Medi-Tech

Based in Vancouver, British Columbia, Forbes Medi-Tech Inc.
(CA:FMI) -- http://www.forbesmedi.com/-- is a life sciences
company focused on evidence-based nutritional solutions.  A leader
in nutraceutical technology, Forbes is a provider of value-added
products and cholesterol-lowering ingredients for use in
functional foods and dietary supplements.  Forbes successfully
developed and commercialized its Reducol(TM) plant sterol blend,
which has undergone clinical trials in various matrices and has
been shown to lower "LDL" cholesterol levels safely and naturally.
Building upon established partnerships with leading retailers and
manufacturers across the globe, Forbes helps its customers to
develop private label and branded products.


FORD CREDIT: DBRS Assigns BB Provisional Rating to Class D Notes
----------------------------------------------------------------
DBRS has assigned provisional ratings to the notes issued under
Ford Credit Auto Owner Trust 2009-D.  The transaction issuance
totals $2.22 billion and includes a TALF-eligible class of senior
notes (class A-1), three additional senior classes of notes (class
A-2 through A-4) and three subordinate classes (class B, C and D).
The class A-1 notes will be issued via rule 144A and the class A-
2, A-3 and A-4 classes will be issued publicly.  The collateral
pool consists of retail automobile loans stemming from the
purchases of new and used cars and light trucks.

The rating actions are:

  -- Class A-1 at R-1 (high);
  -- Class A-2 at AAA;
  -- Class A-3 at AAA;
  -- Class A-4 at AAA;
  -- Class B at AA;
  -- Class C at A;
  -- Class D at BB.


FUSHI COPPERWELD: Has Lenders' Forbearance Until October 31
-----------------------------------------------------------
On May 5, 2009, Copperweld Bimetallics LLC, a subsidiary of Fushi
Copperweld, Inc. received a letter from the Wells Fargo Bank,
National Association, as assignee of The CIT Group/Commercial
Services, Inc., as to the occurrence of certain Events of Default
under a Financing Agreement dated April 5, 2007, as amended,
between Copperweld and CIT.  As such, Lender was no longer
obligated to make additional revolving loans pursuant to the
Financing Agreement and is entitled to demand immediate payment of
the Obligations, however the Lender did not make such demand, and
instead on May 6, 2009 exercised its right to implement the 2%
additional default rate of interest effective as of April 1, 2009.

On August 11, 2009,the Company, Copperweld, Copperweld Bimetallics
UK Limited and the Lender, entered into a Forbearance Agreement,
whereby the Lender has agreed to forbear from seeking immediate
payment of the full amount of the Obligations owing pursuant to
the Financing Agreement and various other notes and documents
executed by Copperweld in favor of CIT, as assigned to the Lender,
and exercising any other rights and remedies against any of the
Obligors or the collateral securing the Obligations through
October 31, 2009 or such earlier date as a Forbearance Event of
Default (as defined below) has occurred (the "Forbearance Period")
and the Lender has elected to terminate its agreement to forbear
under the Forbearance Agreement.

Copperweld and the Lender agree that the Obligations owed by
Copperweld to the Lender are (1) the principal amount of
outstanding revolving loans under the Financing Agreement of
$4,155,807.03, (2) accrued and unpaid interest to the date of the
Forbearance Agreement and all costs and expenses (including
attorneys' fees) of the Lender required to be paid pursuant to the
Financing Agreement and the Forbearance Agreement.  In
consideration of the Lender's agreement to forbear during the
Forbearance Period, the Company has agreed to pay the Lender a
non-refundable fee in the amount of $50,000.

As further consideration for the Lender's agreements pursuant to
the Forbearance Agreement, the Lender and Copperweld have agreed
to amend the Financing Agreement to, among other things, (1)
revise certain definitions contained in the Financing Agreement
(including the Borrowing Base and Availability Reserve, which have
the effect of potentially lowering the borrowing capacity of the
Company under the revolving loans), (2) reduce the aggregate
amount of the revolving line of credit from $12,800,000 to
$7,000,000 of which no more than $2,500,000 may consist of foreign
revolving loans, and (3) provide for the calculation of interest
on the daily debit balance of the revolving loan account based on
the daily three month LIBOR rate plus six percent.  The Lender's
agreement to forbear will not nullify, extinguish, satisfy,
release, discharge or otherwise affect the Obligors' obligations
to the Lender or constitute a waiver of any Event of Default under
the Financing Agreement.  As at the end of the Forbearance Period,
the Lender shall have all of its rights and remedies, including
the right to demand immediate payment in full of the Obligations.

The events of default under the Forbearance Agreement include: (1)
failure by any obligor to comply with the terms of the Forbearance
Agreement; (2) failure by Copperweld to pay, when due, or within
any applicable grace period, interest, principal, fees or any
other amounts due to the Lender pursuant to the Financing
Agreement or the Forbearance Agreement; (3) failure by the
Obligors to pay, when due, employees' wages, salaries and
benefits, insurance premiums, and real property and personal
property tax payments; (4) any "Event of Default" as that term is
defined in any document evidencing or securing the Obligations,
other than existing defaults or (5) the occurrence of any other
material adverse change in the business, financial condition or
property of Copperweld as in effect as of the date of the
Forbearance Agreement.

                     About Fushi Copperweld

Fushi Copperweld, Inc. develops, designs, manufactures, markets
and distributes bimetallic wire products, principally copper-clad
aluminum and copper-clad steel.  The Company's products are
primarily focused on serving end-user applications in the
telecommunication, electrical utility and transportation
(including automotive) markets. Effective January 15, 2008, Fushi
International, Inc. changed its name to Fushi Copperweld, Inc.
During the year ended December 31, 2008, the Company shipped
37,291 metric tons of bimetallic products to over 300 customers in
38 countries. On June 20, 2008, Copperweld Holdings, LLC was
dissolved and its interest in Copperweld Bimetallics, LLC was
transferred to Fushi Copperweld, Inc. On August 27, 2008,
Copperweld International Holdings, LLC and International
Manufacturing Equipment Suppliers, LLC, both shell entities were
dissolved.


GARDENIA MARTINEZ: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gardenia Martinez
           aka Gardenia Martinez Williams
           aka Gardenia W. Martinez
           aka Gardenia R. Martinez
           aka Rivka Martinez
        594 Skunks Misery Rd.
        Millerton, NY 12546

Bankruptcy Case No.: 09-37359

Chapter 11 Petition Date: August 28, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: William W. Frame, Esq.
                  Corbally, Gartland and Rappleyea, LLP
                  35 Market Street
                  Poughkeepsie, NY 12601
                  Tel: (845) 454-1110
                  Fax: (845) 471-4593
                  Email: wwf@cgrlaw.com

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

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

According to the schedules, the Company has assets of at least
$1,513,580, and total debts of $1,542,175.

A full-text copy of Ms. Martinez's petition, including a list of
her 6 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb09-37359.pdf

The petition was signed by Ms. Martinez.


GENERAL GROWTH: Bucksbaum Heiress Sues Trust Over Losses
--------------------------------------------------------
Mary Bucksbaum Scanlan, 40-year daughter of Martin Bucksbaum, the
late co-founder of General Growth Properties, Inc., filed a
lawsuit in the U.S. District Court in Chicago against Neal, Gerber
& Eisenberg LLP, two of the firm's partners, Marshall Eisenberg,
Esq., and Earl Melamed, Esq., and the Bucksbaum family trust,
General Trust Co.

Ms. Scanlan sued the family trust and its lawyers for malpractice
and breach of fiduciary duty, blaming them for $300 million in
investment losses from her share of the trust, the Wall Street
Journal reported citing a report from the Chicago Tribune.
According to Stephen Novack, Esq., an attorney representing
Messrs. Eisenberg and Melamed and their law firm, the losses
suffered by the Bucksbaum family trust were caused by the souring
economy and stock market, the report said.

Specifically, Ms. Scanlan's lawsuit alleges that the attorneys,
who also are trustees, breached their fiduciary duties by keeping
most of the trust's assets in General Growth stock when the stock
declined from a high of $67 in 2007 to below $1 in 2008, the
report related.  The lawsuit also alleges the attorneys failed to
inform her of $100 million in loans made to two General Growth
executives, the report added.

According to the Chicago Tribune, in 2007, near the stock's high
of $67, Ms. Scanlan's trusts were worth $2.4 billion.  At the end
of 2008, Ms. Scanlan's trusts had suffered paper losses in General
Growth stock of $1.4 billion, the newspaper said.

                       About General Growth

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

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

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


GENERAL GROWTH: GGP LP's Schedules of Assets and Liabilities
------------------------------------------------------------

A.  Real Property                                           $0

B.  Personal Property
B.1 Cash on hand                                             0
B.2 Bank Accounts
    US Bank                                          1,725,483
    Bank of America                                    207,969
    LaSalle Bank                                        61,227
    JP Morgan Chase                                     52,702
    M&T Bank                                             9,041

B.3 Security Deposits with Public Utilities
    Constellation New Energy, Inc.                   5,000,000
    Bank of America                                  1,540,000
    AMEX                                             1,500,000
    PHH Leasing                                        812,000
    JP Morgan Chase                                    364,000
    Jones Day                                          250,000
    Express Scripts, Inc.                              155,000
    Travelers Insurance                                 30,000
    Allied Benefit Systems                              25,000
    Parmenters Las Colinas Towers LLP                   17,885
    First American Fund Control                          4,000

B.9 Interests in insurance policies
    Lexington Insurance Company Lead & Various           2,813
    Liberty Insurance Co. - GL, WC, Auto                   135

B.13 Stock and interests                          Undetermined
     See http://bankrupt.com/misc/ggplp_B13Interests.pdf

B.14 Interests in partnerships or joint ventures  Undetermined

B.16 Accounts receivable                             8,099,687

B.22 Patents and copyrights                       Undetermined
     See at http://bankrupt.com/misc/ggplp_B22Patents.pdf

B.23 Licenses, franchises and other general intangibles
     Copyright license with copyright Clearance
      Center, Inc.                                      11,407

B.24 Customer lists or other compilations         Undetermined

B.25 Automobiles, trucks, trailers, and other vehicles
      Vehicles                                             770

B.28 Office equipment, furnishings, and supplies
      Office furniture & equipment, computers
       Chicago, Illinois                            19,799,592
       Columbia, Maryland                              109,919
       Honolulu, Hawaii                                109,213
       Salt Lake City, Utah                             28,810

B.29 Machinery, fixtures, equipment and supplies
      Furniture, fixtures, equipment, other
       Chicago, Illinois                                70,055
       Columbia, Maryland                               20,573
       Salt Lake City, Utah                             92,162

B.34 Other personal property
     Prepaid expenses & other assets                15,997,020

B.35 Accounts Payable Debit Balances
     Privett Special Risk Services, LLC                 34,113
     Grainger                                              240
     McGraw Hill Construction                               49

    TOTAL SCHEDULED ASSETS                         $56,159,865
    ==========================================================

C. Property Claimed as Exempt                               $0

D. Creditors Holding Secured Claims
   Secured Tax Claims and Related Claims
     Cook County Treasurer                                   0
   Other Secured Debt
     Ivanhoe Cambridge                              93,936,512
     State of NY Comptroller c/o ING Clarion       245,722,681

E. Creditors Holding Unsecured Priority Claims
   Priority Claims - Sales and Use Tax Liabilities           0
    See at http://bankrupt.com/misc/ggplp_E1SalesClaims.pdf

   Priority Claims - Franchise Tax/Business
    License Fee/Other Liabilities                            0
   See at http://bankrupt.com/misc/ggplp_E2FranchiseClaims.pdf

   Employee Claims
    Ed Tolentino                                         2,369

F. Creditors Holding Unsecured Non-priority Claims
     Notes/Debt
      Eurohypo Senior Term                       2,001,153,859
      CITI/Morgan Stanley                        1,581,016,361
      Eurohypo Revolver                            593,727,511
      Wilmington Trust Company Junior
       Subordinated Notes                          207,009,409
     Accounts Payable                                4,148,581
     See at http://bankrupt.com/misc/ggplp_F2AccountsPayable.pdf

     Litigation
      Citicorp North America, Inc.                Unliquidated
       Issac Land Investments, Ltd.               Unliquidated
       Munroe Justin                              Unliquidated
     Financial Trade - SWAPS
      Bank of America Securities, LLC, Ana
       Morales Gillard                            Unliquidated
      Bank of Ireland Global Market (U.S.)        Unliquidated
      ING Real Estate Finance (USA) LLC           Unliquidated
     Tenant Obligations
      AT&T                                             215,738
      Sprint                                             5,385
      US Portal Service                                    214
      Bank of America                                      430
      Target                                                65
      Franklin Covey Products LLC                           38
     Unsecured Guaranties
      Eurohypo c/o Eurohypo AG                   1,511,774,814
      Wachovia c/o Wachovia Securities             100,638,117
      La Salle c/o Prudential Asset Resources      451,485,998
      GMAC c/o Capmark Finance                     104,835,981
      Deutsche Bank c/o Deutsche Bank
       Securities, Inc.                            897,842,502
      Others                                       341,928,666
      See at
       http://bankrupt.com/misc/gglp_F6UnsecuredGuarantys.pdf

     Other                                             271,676
      See at: http://bankrupt.com/misc/ggplp_F7Other.pdf

  TOTAL SCHEDULED LIABILITIES                   $8,135,716,907
  +===========================================================

                       About General Growth

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

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

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


GENERAL GROWTH: GGP LP's Statement of Financial Affairs
-------------------------------------------------------
GGP Limited Partnership reports that during the two years
immediately preceding the Petition Date, it received income from
gross sales from operations, excluding intercompany operations:

Year                     Income
----                     ------
2007                  ($12,719,071)
2008                    (4,129,222)
2009                    (2,078,117)

Edmund Hoyt, senior vice president and chief financial officer of
GGPLP, discloses that two years immediately preceding the Petition
Date, the Debtor received income from sources other than the
operation of its business:

Year                     Income
----                     ------
2007                   $10,715,202
2008                     8,669,806
2009                     2,139,311

Mr. Hoyt notes that the Debtors made payments aggregating
$406,908,720 to creditors within 90 days immediately preceding the
Petition Date.  A schedule of the payments made to creditors is
available for free at:

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

Moreover, Mr. Hoyt relates that the Debtor made payments totaling
$8,296,969, within one year immediately preceding the Petition
Date to creditors who are or were insiders.  A schedule of the
payments made to insiders is available for free at:

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

GGP LP is a defendant to three suits commenced by Citicorp North
America, Inc.; Isaac Land Investments, Ltd.; and Munroe Justin.

In the ordinary course of business, GGP LP may be obligated to
withhold amounts from the paychecks of various regular employees
in connection with garnishment orders or other state law
withholding orders.  GGP LP believes that these amounts do not
constitute property of the estate and, thus did not list those
amounts.  Moreover, out of concerns for the confidentiality of GGP
LP's employees, GGP LP has not listed any garnishment, Mr. Hoyt
notes.

Moreover, prior to the Petition Date, the lender under a mortgage
loan secured by Oakwood Shopping Center in Gretna, Louisiana
initiated a foreclosure proceeding with respect to that property.
However, none of Oakwood Shopping or any other property of a
Debtor was repossessed, sold at a foreclosure sale, transferred
through a deed in lieu of foreclosure or returned to the lender
within one year prior to the Petition Date, Mr. Hoyt relates.

The Debtor made payments totaling $35,327,574 related to debt
counseling or bankruptcy within a year before the Petition Date:

  Firm                                      Amount
  ----                                      ------
  AlixPartners, LLP                     $4,952,149
  Goldman Sachs                          6,007,928
  Kirkland & Ellis LLP                   5,263,678
  Kurtzman Carson Consultants LLC          120,000
  Miller Buckfire & Co. LLC              2,694,203
  Sidley Austin LLP                      1,178,897
  Weil, Gotshal & Manges LLP            14,490,718

According to Mr. Hoyt, GGP LP transferred to New York State Common
Retirement Fund 50% interest in GGP/Homart, Inc., at a purchase
price of $2.26 billion on July 6, 2007.

Mr. Hoyt discloses that GGP LP has two financial accounts, which
were closed within one year immediately preceding the Petition
Date:

  Bank                     Account Description        Close Date
  ----                     -------------------        ----------
  LaSalle Bank                     TIAA               08/20/2009
  US Bank                    Analyzed Checking         08/9/2008

In the ordinary course of its business prior to the Petition Date,
GGP LP routinely agreed to provide rent credits or other setoffs
to tenants under real property leases as a result of tenant
overpayments of non-rent items, tenant improvement allowances and
other matters.  Given the large number and normal course nature of
those setoffs, GGP LP has not reflected those setoffs.

Moreover, on April 2, 2009, U.S. Bank National Association
notified GGP LP of an event of default under the parties' standard
form master agreement promulgated by the International Swap and
Derivatives Association, Inc. dated as of July 31,
2008.  U.S. Bank then froze a portion of the funds in a general
deposit account that GGP LP maintained at U.S. Bank and declared
$3,627,764 due and owing under the ISDA Master Agreement and set
off that amount from the Deposit Account.

The Debtor's bookkeepers and accountants who within the two years
immediately preceding the Petition Date kept or supervised the
keeping of books and records.

  Name                         Title                  Period
  ----                         -----                  ------
  Edmund Hoyt          Chief Financial Officer        10/3/08 to
                                                      present
  Bernard Freibaum     Chief Financial Officer       10/18/93 to
                                                      10/3/08

Deloitte & Touche LLP has audited the books and records and
prepared a financial statement of the Debtor within two years
preceding the Petition Date.

Mr. Hoyt notes that General Growth files reports with the
Securities and Exchange Commission, which contain consolidated
financial information relating to General Growth and its
affiliates.  Since the SEC Filings are of public record, the
Debtors do not maintain records of the parties who requested or
obtained copies of any of the SEC Filings, the Debtors or other
sources.  In addition, the Debtors provide reporting information
to lenders as required by their individual loan agreements, which
information may include financial statements of the Debtors.

The Debtor's current officers and shareholders are:

  Name                            Title
  ----                            -----
  Adam S. Metz                    Chief Executive Officer/Director
  Alan S. Cohen                   Director
  Anthony Downs                   Director
  Beth Stewart                    Director
  Carol A. Williams               Assistant Secretary
  Catherine C. Hollowell          Senior Vice President
  Charles Lhotka                  Senior Vice President
  Daniel Sheridan                 Executive Vice President
  Edmund J. Hoyt                  Interim Chief Financial Officer,
                                  Senior Vice President, Chief
                                  Accounting Officer
  General Growth Properties,      General Partner
   Inc.
  Howard Sigal                    Assistant Secretary
  James W. Brewster               Senior Vice President
  Joel Bayer                      Senior Vice President, Chief
                                  Investment Officer
  John Bucksbaum                  Director
  John T. Riordan                 Director
  Kate M. Sheehy                  Senior Vice President
  Kathleen Courtis                Vice President
  Linda Wight                     Assistant Secretary
  Melinda Holland                 Senior Vice President
  Michael Chimitris               Assistant Secretary
  Robert A. Michaels              Vice Chairman
  Robert Wyant                    Senior Vice President
  Ronald L. Gern                  Senior Vice President &

                                  General Counsel & Secretary
  Sharon Polonia                  Executive Vice President
  Thomas H. Nolan, Jr.            President & Chief Operating
Officer,
                                  Director

The Debtor's Former Partners And Shareholders are:

  Name                            Title
  ----                            -----
  Alexander L. Berman             Senior Vice President, GGP
                                  International
  Bernard Freibaum                Director, Executive Vice
President
                                  and Chief Financial Officer
  Jean Schlemmer                  Chief Corporate Development
Officer
  Marshall E. Eisenberg           Secretary
  Matthew Bucksbaum               Chairman Emeritus, Director
  Thomas J. D'Alesandro           Senior Vice President,
Development
  Warren W. Wilson                Senior Vice President,
Development

Moreover, GGP LP sponsors General Growth Management Pension Plan
for Victoria Ward, Ltd.

                       About General Growth

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

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

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


GENERAL GROWTH: Rouse-Fairwood Sells Prince George Land for $15MM
-----------------------------------------------------------------
Rouse-Fairwood Development Limited Partnership, a non-debtor
affiliate and subsidiary of General Growth Properties, Inc., sold
its property in Prince George's County, Maryland, for $15 million
to Greenvest LC.

The sale of the 650-unit residential community was consummated on
June 30, 2009, an August 29, 2009 report from The Baltimore Sun
noted.

GGP has been selling properties to raise cash and has put up The
Gallery and Harborplace on sale, The Baltimore Sun related.

                       About General Growth

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

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

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


GENERAL GROWTH: Schedules of Assets and Liabilities
---------------------------------------------------

A.  Real Property                                             $0

B.  Personal Property
B.1 Cash on hand                                               0
B.2 Bank Accounts
    JPMorgan                                             364,026

B.13 Stock and interests in business                Undetermined
     See at http://bankrupt.com/misc/ggp_B13Interests.pdf

B.14 Interests in partnerships or joint ventures    Undetermined

B.15 Government and corporate bonds
     Southwest Plaza Metropolitan District
      Limited Tax General Obligation Fund              5,100,000

B.22 Patents, copyrights and other intellectual property
     Trademark GGP & Design                         Undetermined

B.24 Customer lists or other compilations           Undetermined


    TOTAL SCHEDULED ASSETS                            $5,464,052
    ============================================================

C. Property Claimed as Exempt                                 $0

D. Creditors Holding Secured Claims                            0

E. Creditors Holding Unsecured Priority Claims
   Priority Claims - Sales and Use Tax Liabilities            0
    See at http://bankrupt.com/misc/ggp_E1SalesUseTaxClaims.pdf
   Priority Claims - Franchise Tax/Business License
    Fee/Other Liabilities                                     0
    See at http://bankrupt.com/misc/ggp_E2FranchiseTax.pdf

F. Creditors Holding Unsecured Non-priority Claims
   Notes/Debt
    Eurohypo Senior Term                          2,001,153,859
    Eurohypo Revolver                               593,727,511
   Litigation                                      Unliquidated
    See at http://bankrupt.com/misc/ggp_F2Litigation.pdf
   Unsecured Guaranties
    Citigroup North America Payment Guaranty for
     Oakwood Center Combined                         95,115,451
    Deutsche Bank c/o Deutsche Bank Securities,
     Inc. Payment Guaranty The Shoppes at Palazzo   249,622,888
    Deutsche Bank c/o Deutsche Bank Securities,
     Inc. Payment Guaranty for Fashion Show Mall    648,219,164
    Eurohypo c/o Eurohypo AG                      1,511,774,814
   Other                                           Unliquidated
    See at: http://bankrupt.com/misc/ggp_F4Other.pdf

  TOTAL SCHEDULED LIABILITIES                    $5,099,613,687
  =============================================================

                       About General Growth

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

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

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


GENERAL GROWTH: Statement of Financial Affairs
----------------------------------------------
General Growth Properties, Inc., reported no income from the
operation of its business during the two years immediately
preceding the Petition Date.

Edmund Hoyt, senior vice president and chief financial officer of
the Debtor, relates that the Debtor made payments totaling
$8,296,969, within one year immediately preceding the Petition
Date to creditors who are or were insiders.  A schedule of the
payments made to insiders is available for free at:

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

Mr. Hoyt discloses that the Debtor is party to suits and
administrative proceedings within a year immediately preceding the
Petition Date.  A schedule of the prepetition lawsuits is
available for free at http://bankrupt.com/misc/ggp_suits.pdf

In the ordinary course of business, General Growth may be
obligated to withhold amounts from the paychecks of various
regular employees in connection with garnishment orders or other
state law withholding orders.  General Growth believes that these
amounts do not constitute property of the estate and, thus did not
list those amounts.  Moreover, out of concerns for the
confidentiality of General Growth's employees, General Growth has
not listed any garnishment, Mr. Hoyt notes.

Mr. Hoyt discloses that General Growth has two financial accounts,
which were closed within one year immediately preceding the
Petition Date:

  Bank                     Account Description        Close Date
  ----                     -------------------        ----------
  Lehman Brothers          Corporate Account            5/8/2008
  U.S. Bank                Analyzed Checking           7/10/2008

In the ordinary course of its business prior to the Petition Date,
General Growth routinely agreed to provide rent credits or other
setoffs to tenants under real property leases as a result of
tenant overpayments of non-rent items, tenant improvement
allowances and other matters.  Given the large number and normal
course nature of those setoffs, General Growth has not reflected
those setoffs.  Moreover, on April 2, 2009, U.S. Bank National
Association notified GGP Limited Partnership of an event of
default under the parties' standard form master agreement
promulgated by the International Swap and Derivatives Association,
Inc. dated as of July 31, 2008.  U.S. Bank then froze a portion of
the funds in a general deposit account that GGPLP maintained at
U.S. Bank and declared $3,627,764 due and owing under the ISDA
Master Agreement and set off that amount from the Deposit Account.

The Debtors' bookkeepers and accountants who within the two years
immediately preceding the Petition Date kept or supervised the
keeping of books and records.

  Name                         Title                  Period
  ----                         -----                  ------
  Edmund Hoyt            Chief Financial Officer      10/03/08
                                                    to present

  Bernard Freibaum       Chief Financial Officer      10/18/93
                                                      10/03/08

Deloitte & Touche LLP is the Debtors' auditor within two years
preceding the Petition Date.

Mr. Hoyt notes that General Growth files reports with the
Securities and Exchange Commission, which contain consolidated
financial information relating to General Growth and its
affiliates.  Since the SEC Filings are of public record, the
Debtors do not maintain records of the parties who requested or
obtained copies of any of the SEC Filings, the Debtors or other
sources.  In addition, the Debtors provide reporting information
to lenders as required by their individual loan agreements, which
information may include financial statements of the Debtors.

The Debtor's current officers and directors are:

  Name                            Title
  ----                            -----
  Adam S. Metz                    Chief Executive
                                  Officer/Director
  Alan S. Cohen                   Director
  Anthony Downs                   Director
  Beth Stewart                    Director
  Carol A. Williams               Assistant Secretary
  Catherine C. Hollowell          Senior Vice President
  Charles Lhotka                  Senior Vice President
  Daniel Sherridan                Executive Vice President
  Edmund J. Hoyt                  Interim Chief Financial
                                  Officer, Senior Vice
                                  President, Chief Accounting
                                  Officer
  FMR LLC                         Shareholder
  General Trust Company           Shareholder
  Howard Sigal                    Assistant Secretary
  James W. Brewster               Senior Vice President
  Joel Bayer                      Senior Vice President, Chief
                                  Investment Officer
  John Bucksbaum                  Director
  John T. Riordan                 Director
  Kate M. Sheehy                  Senior Vice President
  Kathleen Courtis                Vice President
  Linda Wight                     Assistant Secretary
  Melinda Holland                 Senior Vice President
  Michael Chimitris               Assistant Secretary

The current officers and directors holding 5% or more of the
voting equity securities of the Debtor are:

  Name                            Title
  ----                            -----
  Pershing Square Capital         Shareholder
  Management, L.P. and
  Affiliates

  Robert A. Michaels              Vice Chairman

  Robert Wyant                    Senior Vice President

  Ronald L. Gern                  Senior Vice President &
                                  General Counsel & Secretary

  Sharon Polonia                  Executive Vice President

  The Vanguard Group, Inc.        Shareholder

  Thomas H. Nolan, Jr.            President & Chief Operating
                                  Officer and Director

The Debtor's former officers and directors are:

  Name                            Title
  ----                            -----
  Alexander L. Berman             Senior Vice President
  Barclays Global Investors, N.A. Shareholder
   and Affiliates
  Bernard Freibaum                Director, Executive Vice
                                  President and Chief Financial
                                  Officer
  Jean Schlemmer                  Chief Corporate Development
                                  Officer
  Marshall E. Eisenberg           Secretary
  Matthew Bucksbaum               Chairman Emeritus and Director
  Thomas J. D'Alesandro           Senior Vice President,
                                  Development
  Warren W. Wilson                Senior Vice President,
                                  Development

                       About General Growth

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

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

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


GENERAL GROWTH: Wins Nod for Prepetition Lien Claims Protocol
-------------------------------------------------------------
Before the Petition Date, General Growth Properties Inc. and its
affiliates retained contractors, general contractors, and other
licensed professionals to provide construction-related services,
modifications, or improvements to the Debtors' properties.
According to the Debtors' books and records, the Mechanics' Liens
Claims aggregate $134 million, categorized as:

    Dollar Range of              No. of         Total Amount
  Individual Lien Claims        Lien Claims     of Lien Claims
  ----------------------        -----------     --------------
Below $100,000                  218            $4.6 million
$100,000 to $499,999             45            $9.1 million
$500,000 to $4.99 million        17           $22.4 million
Above $5 million                  6           $97.9 million

Against this backdrop, the Debtors propose to settle the
Prepetition Mechanics' Lien Claims in a manner consistent with
their prepetition practices in settling these claims and without
the need for obtaining Court approval of certain settlements on a
case-by-case basis.

By this motion, the Debtors ask the Court to approve these
proposed procedures for settling certain prepetition lien claims
against the Debtors:

(a) Without further Court order or notice to or approval of the
     Official Committee of Unsecured Creditors, the Debtors may
     enter into a compromise and settlement of any Prepetition
     Lien Claim for a cash payment, or other form of value not
     to exceed $500,000 to a Mechanic per contract.

(b) For settlements of Prepetition Mechanics' Lien Claims where
     the proposed cash payment to a Mechanic, per contract, is
     greater than $500,000 but less than $5 million, the Debtors
     will submit a proposed settlement and a settlement summary
     to the Committee's counsel.  If the Committee filed an
     objection, the Debtors may seek to renegotiate the proposed
     settlement and submit a revised Mechanics' Lien Settlement
     Summary or file a motion with the Court seeking approval of
     the proposed settlement.  Absent a timely objection from
     the Committee and without further order from the Court, the
     Debtors will be deemed to be authorized to enter into the
     Settlement.

(c) The Debtors will be required to file a motion with the
     Court to either settle or pay a Prepetition Mechanics' Lien
     Claim where the proposed cash payment to a Mechanic per
     contract is greater than $5 million.

The Debtors intend to settle only those Prepetition Mechanics'
Lien Claims that the Debtors have determined are validly perfected
under applicable state law and in accordance with Section 546 of
the Bankruptcy Code.

Moreover, the Debtors will prepare on a quarterly basis beginning
90 days after entry of an order granting the Lien Claims Motion,
reports of all settlements of Prepetition Mechanics' Lien Claims
entered into by the Debtors.  The Debtors will serve copies of the
reports on the U.S. Trustee for Region 2, counsel for the Debtors'
DIP Lenders, and counsel for the Creditors' Committee.

The Debtors believe that it would be far more efficient and cost
effective for their estates and creditors if they were authorized
to settle Prepetition Mechanics' Lien Claims under the proposed
Procedures than expending the time and expense filing potentially
hundreds of settlement motions with the Court.  Approval of the
Lien Claims Motion will spare the Debtors' estates from expense,
delay and uncertainty that would be associated with resolving
those claims, including postpetition interest, the Debtors
maintain.

                           Parties Object

CWCapital Asset Management LLC, J.E. Robert Company, Inc., Midland
Loan Services, Inc., and ORIX Capital Markets, LLC, as special
servicers, ask the Court that the non-noticed Settlements should
be capped per contract at proposed settlement amounts of $100,000
instead of $500,000, and that the special servicers should be
included in the parties receiving quarterly reports of the
Settlements.

ING Clarion Capital Loan Services, LLC, as special servicer; Bank
of America, N.A., as successor by merger to LaSalle Bank National
Association; and Wells Fargo Bank, N.A., as special servicer; join
in CWCapital's objection.

Howard S. Wright Constructors, L.P., asks the Court to require the
Debtors to (i) set up a specific framework and timetable for
settlement discussions with mechanics' lienholders; and (ii)
provide adequate security to an unfinished construction project in
which Howard S. Wright holds a mechanics' lien exceeding
$26 million.

George Reed, Inc., urges the Court to require the Debtors to
provide adequate disclosures to mechanics' lien claimants about
the process by which the Prepetition Mechanics' Lien Claims are
settled.

                   Debtors Respond to Objections

On behalf of the Debtors, Gary T. Holtzer, Esq., at Weil, Gotshal
& Manges LLP, in New York, maintains that the $500,000 cap without
further notice or order from the Court is reasonable in the
context of the Debtors' bankruptcy cases and will avoid the
expenses in preparing additional notices or filing motions with
the Court.  He further asserts that the Special Servicers are
adequately protected to the extent of any diminution of the value
of their collateral pursuant to the DIP Final Order.  Moreover,
because the Cash Collateral Order adequately protects the Special
Servicers for any diminution in the value of their collateral, it
is unnecessary to provide notice of settlements to the Special
Servicers, Mr. Holtzer asserts.  However, the Debtors propose to
include the Special Servicers, the Secured Lenders and the
Creditors' Committee as recipient parties of the quarterly
reports.

Mr. Holtzer further contends that George Reed's request seeks to
limit the Debtors' ability to engage in good faith negotiations
with holders of Mechanics' Lien Claims.  Similarly, he points out
that Howard S. Wright seeks to expand the relief sought in the
Lien Claims Motion and improperly force the Debtors to settle all
prepetition Mechanics' Lien Claims.

For those reasons, the Debtors ask the Court to grant their Lien
Claims Motion and overrule the objections.

                           *    *    *

Judge Gropper grants the Debtors' request.  Judge Gropper also
clarifies that the Debtors are not required to settle any
Prepetition Mechanics' Lien Claims that they do not consider
appropriate to settle.

                       About General Growth

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

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

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


GENERAL MOTORS: Dow Jones Article Sparked 33% Decline in Shares
---------------------------------------------------------------
Dow Jones Newswires on August 12, 2009, reported on the rationale
behind recent gains in the stock of Motors Liquidation Co. (Pink
Sheets: MTLQQ), formerly General Motors.  The stock, which had
been trading below 30 cents as recently as late July, had risen
another 6% early that day to $1.17, but the Dow Jones report
highlighted just how irrational the recent gains were.  Within 90
minutes of the release of the Dow Jones story, the shares fell to
75 cents and closed 33% lower at 73 cents.

Motors Liquidation, which is winding down former GM assets in
bankruptcy court, had seen its share price triple over the
previous three weeks largely due to optimism about news, including
developments related to the government's Car Allowance Rebate
System, also known as cash for clunkers, which would stand to
benefit the new GM that emerged from bankruptcy in July.

The article noted that the fate of the new GM, which isn't
publicly traded, has no bearing on the outlook for Motors
Liquidation, clearing up the misperception that MTLQQ referred to
GM.  In fact, as the article noted, FINRA, the Securities &
Exchange Commission and online brokers had all warned investors
about the risks associated with investing in Motors Liquidation.
The company itself, on the front page of its Web site, said there
will likely be no value for stockholders, "even under the most
optimistic of scenarios."

More than 435,000 financial professionals in 66 countries turn to
Dow Jones for breaking news, commentary and analysis, including
market-moving corporate, economic, market, financial and political
news.  Reporting from nearly 90 bureaus across the globe, Dow
Jones publishes up to 12,000 news items each day, in 11 languages,
covering all asset classes.  Dow Jones products help customers
build relationships, create market opportunities and enhance trust
in their services.

Dow Jones & Company -- http://www.dowjones.com/-- is a News
Corporation company.  Its Consumer Media Group publishes The Wall
Street Journal, Barron's, MarketWatch and the Far Eastern Economic
Review.  Its Enterprise Media Group includes Dow Jones Newswires,
Dow Jones Factiva, Dow Jones Client Solutions, Dow Jones Indexes
and Dow Jones Financial Information Services.  Its Local Media
Group operates community-based information franchises. Dow Jones
owns 50% of SmartMoney and 33% of STOXX Ltd. and provides news
content to radio stations in the U.S.

                      About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Wants Magna to Make Offer Without Russian Backing
-----------------------------------------------------------------
Joseph Mapother at Bloomberg News, citing Spiegel, reports that
General Motors Co. negotiators urged the German government to
pressure Magna International Inc. into making an offer for the
U.S. carmaker's Opel unit without Russian backing.

Bloomberg relates the weekly newspaper in a pre-released story
from its next edition said GM told German officials a sale of Opel
to Magna, whose investment partner is Moscow-based OAO Sberbank,
would stand a better chance getting approval from its owner, the
U.S. government, if there was no Russian involvement.

According to Bloomberg, Germany turned down the request, saying it
had made promises to Russian President Dmitry Medvedev.

                               RHJ

Peter Dinkloh at Reuters, citing Bild newspaper, reports that the
German government might drop its opposition to Belgian-based
financial investor RHJ International SA as a buyer for Opel.

According to Reuters, daily said Berlin could be willing to accept
RHJ if it teamed up with an international partner from the car
industry.

                            Insolvency

Suzy Jagger and Alexandra Frean at The Times report GM Europe, the
owner of Vauxhall and Opel, has sought professional insolvency
advice to prepare for the possibility that it may not attract a
firm buyer in time to rescue the carmaker.

According to the Times, executives in GM Europe believe that if
neither offers from Magna and RHJ is pursued, one of three
outcomes will follow: the two bidders will alter their offers,
extending the negotiation period; the U.S. parent will keep the
business; or GM Europe will become insolvent.

The Times says that while the carmaker has indicated that it has
funds to last until the end of this year, its EUR1.5 billion
(GBP1.3 billion) emergency loan from Germany and Magna expires in
November.

As reported in the Troubled Company Reporter-Europe on
Aug. 26, 2009, Bloomberg News said GM advisers are recommending
that the board consider spurning a German-backed sale of its Opel
unit to retain a bigger presence in Europe and Russia.  Citing a
person familiar with the discussions, Bloomberg dislosed the
advisers suggest that GM seek aid from other European governments
to retain ownership of Opel as an alternative to surrendering
control to a group led by Magna or to RHJ.

                      About General Motors

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

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

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

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

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

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

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


GENESYS PEDIATRICS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Genesys Pediatrics, LLC
        8225 Mall Parkway
        Lithonia, GA 30038

Bankruptcy Case No.: 09-82439

Chapter 11 Petition Date: August 28, 2009

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

Judge: Mary Grace Diehl

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  Suite 500, 1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  Email: dorna.taylor@taylorattorneys.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/ganb09-82439.pdf

The petition was signed by Tonya Liggions, member/manager of the
Company.


GEORGE WAKE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: George T. Wake
        263 S. 51st Street
        Philadelphia, PA 19139

Bankruptcy Case No.: 09-16299

Chapter 11 Petition Date: August 25, 2009

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

Debtor's Counsel: Allen B. Dubroff, Esq.
                  101 Greenwood Avenue, Fifth Floor
                  Jenkintown, PA 19046
                  Tel: (215) 635-7200
                  Fax: (215) 635-7212
                  Email: adubroff@fsalaw.com

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

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

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

The petition was signed by Mr. Wake.


GI JOE'S: Sells Intellectual Property for $200,000
--------------------------------------------------
G.I. Joe's Inc. was authorized by the Bankruptcy Court to sell the
intellectual property for $200,000 paid over time, Bill Rochelle
at Bloomberg News reported.

In April this year, a joint venture between Gordon Brothers Retail
Partners, LLC, and Crystal Capital Fund Management won the auction
of G.I. Joe's Holding Corp.'s Pacific Northwest chain, Joe's
Outdoor and More, with a $61 million bid.

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owns and operates retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos. 09-10713 and 09-10714).  The Debtors proposed
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their
Delaware counsel and Patrick J. O'Malley, at Development
Specialist Inc., chief restructuring officer.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.


GREATER ATLANTIC: Stockholders Approve Midatlantic Bancorp Merger
-----------------------------------------------------------------
Greater Atlantic Financial Corp. said its stockholders approved
the proposed merger with MidAtlantic Bancorp, Inc., at Greater
Atlantic's special meeting of stockholders held on August 26,
2009.

Under the terms of the merger agreement, each holder of Greater
Atlantic common stock will receive $0.10 in cash for each share
held.  In connection with the transaction, Greater Atlantic also
will initiate a tender offer for the outstanding trust preferred
securities issued by its subsidiary, Greater Atlantic Capital
Trust I, for aggregate consideration not to exceed $688,558.  The
directors of GAFC and certain other trust preferred holders have
previously agreed to sell 311,587 shares of their trust preferred
securities to Greater Atlantic for $0.01 per share.  The amount
that would have been paid to the directors and certain other
holders of the trust preferred securities above the $0.01 per
share will be allocated to the remaining trust preferred holders
to provide them with a greater return.

Consummation of the merger is subject to receipt of necessary
regulatory approvals and satisfaction of certain customary
representations and warranties and conditions.

The acquisition is also conditioned upon satisfaction of these
matters prior to the close of the transaction: (a) the tender of
at least 816,627 shares (out of 960,738 shares outstanding) of the
GACT trust preferred securities, inclusive of the 311,587 shares,
and (b) the elimination or modification to the satisfaction of
MidAtlantic of the operating constraints that currently apply to
Greater Atlantic Bank, Greater Atlantic's wholly-owned subsidiary,
under orders issued by the Office of Thrift Supervision, the
primary federal regulator of Greater Atlantic Bank.

The transaction is expected to be completed by the end of the
third quarter of 2009, subject to regulatory approval and the
successful completion of the tender offer.

                     About Greater Atlantic

Greater Atlantic Financial Corp. (Pink Sheets: GAFC.PK) is a bank
holding company whose principal activity is the ownership and
management of Greater Atlantic Bank.  The bank originates
commercial, mortgage and consumer loans and receives deposits from
customers located primarily in Virginia, Washington, D.C. and
Maryland.  The bank operates under a federal bank charter and
provides full banking services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREENSHIFT CORP: Posts $4.0MM Net Loss for Six Mos. Ended June 30
-----------------------------------------------------------------
GreenShift Corporation posted a net loss of $4,021,481 for the six
months ended June 30, 2009, from a net loss of $5,725,069 for the
same period a year ago.  The Company posted net income of
$7,215,405 for the three months ended June 30, 2009, from a net
loss of $2,279,526 for the same period a year ago.

GreenShift recorded revenue of $1,167,457 for the three months
ended June 30, 2009, from $5,961,775 for the same period a year
ago.  For the six months ended June 30, 2009, the Company recorded
revenue of $2,023,115 from $8,857,574 for the same period a year
ago.

As of June 30, 2009, the Company had $20,799,615 in total assets
and $73,835,046 in total liabilities, resulting in $53,035,432 in
stockholders' deficit.

The Company had no cash as of June 30, 2009.  The Company had a
working capital deficit of $63,324,321 at June 30, 2009, which
includes convertible debentures of $19,477,319, accrued interest
payable of $7,173,539, related party debt of $39,000, related
party convertible debentures of $2,175,047, $3,979,437 in purchase
obligations, $552,376 in assets and $942,001 in minority interest
obligations associated with inactive subsidiaries.

The Company's working capital deficit net of these amounts is
$30,090,353.

GreenShift said management intends to raise capital from debt and
equity transactions to fund operations, to increase revenue and to
cut expenses to reduce the loss from operations.  There can be no
assurances that the Company will be able to eliminate both its
working capital deficit and its operating losses.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4398

                         About GreenShift

GreenShift Corporation develops and commercializes clean
technologies that facilitate the efficient use of natural
resources.  It owns four corn oil extraction facilities located in
Oshkosh, Wisconsin; Medina, New York; Marion, Indiana; and Riga,
Michigan.  It has also installed one facility in Albion, Michigan
under a modified version of its market offering where clients paid
the Company to build the extraction facility.


GUARANTY FINANCIAL: Under Chapter 11, To Reduce Executives
----------------------------------------------------------
Guaranty Financial Group Inc. and its wholly owned subsidiaries --
Guaranty Group Ventures Inc., Guaranty Holdings Inc. I, and
Guaranty Group Capital Inc. -- filed voluntary petitions under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division on August 27,
2009.

These cases are styled and numbered In re Guaranty Financial Group
Inc., Case No. 09-35582-bjh, Guaranty Group Ventures Inc., Case
No. 09-35583-hdh, Guaranty Holdings Inc. I, Case No. 09-35584-bjh,
and Guaranty Group Capital Inc., Case No. 09-35586-hdh.  The cases
have been assigned to the Hon. Barbara J. Houser, Chief Judge of
the Bankruptcy Court.  A motion for joint administration of these
cases is pending before the Bankruptcy Court.

The Board of Directors of each of the Debtors has determined to
reduce the size of the respective Boards and the number of
officers serving each of the Debtors.  That decision follows the
appointment of the Federal Deposit Insurance Corporation as
receiver for Guaranty Bank.  The Board of Directors of each of the
Debtors has determined to consolidate all of its officer positions
and has appointed Dennis S. Faulkner of Lain Faulkner, & Co., an
accounting firm specializing in bankruptcy matters, as Chief
Restructuring Officer of each of the Debtors.

Mr. Faulkner has also been elected to serve as the sole director
of each of the Debtors effective August 27, 2009.  Previously
designated officers and members of the Board of Directors of the
Debtors will no longer serve in their previous roles effective
August 27, 2009.

The Debtors' bankruptcy proceedings are not expected to have any
impact on the banking operations previously conducted by Guaranty
Bank.  Those operations were transferred by the FDIC to BBVA
Compass as the FDIC announced on August 21, 2009.

Guaranty Financial Group Inc. -- http://www.guarantygroup.com/--
is based in Dallas, Texas.  Guaranty Financial is a unitary
savings and loan holding company. The Company's primary operating
entities are Guaranty Bank and Guaranty Insurance Services, Inc.
Guaranty Financial filed for bankruptcy after the Guaranty bank
was seized by regulators and sent to receivership under the
Federal Deposit Insurance Corporation.  Before the bank was taken
over, the balance sheet of the holding company had $15.4 billion
in assets as of Sept. 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582).  Attorneys
at Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company has assets of at
least $24,295,000, and total debts of $323,413,428, including
includes $305 million in trust preferred securities.


HAWAIIAN TELCOM: Confirmation Hearing on Plan on October 7
----------------------------------------------------------
Judge Lloyd King of the U.S. Bankruptcy Court for the District of
Hawaii approved the Disclosure Statement explaining Hawaiian
Telcom Communications, Inc. and its seven debtor-affiliates'
Amended Joint Chapter 11 Plan of Reorganization at a hearing held
August 27, 2009, according to papers filed in Court.

Judge King entered his formal order approving the Disclosure
Statement on August 28, 2009.

Judge King held that the Disclosure Statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code that would enable holders of eligible claims to make an
informed decision about whether to vote or accept or reject the
Plan.

The Court fixed August 14, 2009, as the record date for
determining: (a) the holders of claims entitled to receive a
Solicitation Package; (b) the holders of claims entitled to vote
or accept the Plan; and (c) whether claims have been properly
transferred to an assignee pursuant to Rule 3001(e) of the
Federal Rules of Bankruptcy Procedure so that the assignee can
vote as the holder of claim.

The Court also directed the Debtors to transmit to holders of
claims entitled to vote on the Plan a Solicitation Package.  The
Solicitation Package is comprised of the (i) ballots, beneficial
holder ballots and master ballots; (ii) cover letter from the
Debtors explaining the solicitation process; and (iii)
confirmation hearing notice.

For the beneficial holders of the Debtors' senior fixed rate
notes and senior floating rate notes holding Class 5 Senior Notes
Claims, the Debtors will deliver Solicitation Packages to each
Nominee identified as holding senior fixed rate or senior
floating rate notes on behalf of the Beneficial Holders as of
August 14, 2009.

All holders of claims entitled to vote on the Plan, including
Nominees, who choose to vote on the Plan must complete and
deliver their ballots, so that they are actually received by
Kurtzman Carson Consultants, as notice and claims agent, on or
before September 30, 2009.

Hawaiian Telcom's plan provides for these terms:

  -- Senior secured creditors will recover 75% to 80% of their
     claims through the conversion of $590 million of senior
     secured debt into a $300 million secured term loan and all of
     the new stock.

  -- Senior noteholders, owed $350 million, would recover 2% to 3%
     though warrants for 12.75% of the new stock and subscription
     rights to buy as much as $50 million more.

  -- Subordinated noteholders owed $150 million are to receive
     nothing while existing stock is to be canceled.

  -- General unsecured creditors with claims aggregating up to
     $40 million are to receive a cash recovery amounting to 1% to
     2%.

Hawaiian Telcom had said that in a Chapter 7 liquidation,
administrative claimants who will recover 100% of their claims
under the Plan will recover as low as 84 cents, senior secured
creditors will only recover 56% to 65% of their claims, while
unsecured creditors will recover only 0% to 0.6% of their allowed
claims.

                         Rights Offering

The Court also approved the Rights Offering Procedures and
subscription form.

All holders of Senior Notes Claims as of August 14, 2009, will be
sent an investor certificate to determine whether the holder is
an Eligible Senior Notes Claim Holder.  All investor certificates
must be returned by September 21, 2009, in order for the Senior
Notes claim holder to be eligible to participate in the Rights
Offering.  Each Eligible Senior Notes Claim Holder will receive
Subscription Rights entitling that holder to purchase its pro
rata share as of August 14, 2009, of 3,125,000 shares of New
Common Stock, which will be issued on the effective date of the
Plan.  The Rights Offering will commence on September 23, 2009.

To exercise Subscription Rights, each Eligible Senior Notes Claim
Holder must complete the Subscription Form and pay to Financial
Balloting Group LLC, as subscription agent for the Rights
Offering, no later than October 16, 2009, a subscription purchase
price multiplied by the number of shares of New Common Stock it
seeks and is eligible to purchase.

                       Confirmation Hearing

A hearing to consider confirmation of the Plan will commence at
9:30 a.m., Hawaii Standard Time, on October 7, 2009.  The last
day to object to confirmation of the Plan must be made no later
than 1:00 p.m., Hawaii Standard Time, on September 30, 2009.

Any objection to confirmation of the Plan must be in writing and
must set forth the basis for the objection and the specific
grounds.  Confirmation objections must be filed with the Court
and served upon the Debtors, the Official Committee of Unsecured
Creditors, the Secured Lenders, the State of Hawaii, Indenture
Trustee for the Senior Notes, and Indenture Trustee for the
Subordinated Notes.

A full-text copy of the Disclosure Statement Order dated
August 28, 2009, is available for free at:

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

               Debtors Defend Disclosure Statement

Prior to the August 27, 2009 Disclosure Statement hearing, the
Debtors responded to the objections lodged against their
Disclosure Statement.

On behalf of the Debtors, Nicholas C. Dreher, Esq., at Cades
Shutte LLP, in Honolulu, Hawaii, argued that the Disclosure
Statement meets every criterion for providing creditors with
adequate information so that creditors can make an informed
judgment and vote to accept or reject the Plan.  Specifically, he
contended that the Creditors' Committee's objection to the
Disclosure Statement brings to the fore what has long been known
to be the gating item to confirmation of a plan of reorganization
in the Debtors' Chapter 11 cases -- the allocation of value
between secured and secured creditors.  As set forth in the
Disclosure Statement, the Secured Lenders stand to receive 93.3%
of the value of the reorganized Hawaiian Telcom under the Plan.
He noted that this allocation of value is based on the Debtors'
independent analysis of the extent and validity of the Secured
Lenders' liens and application of appropriate valuation
methodologies, including:

  * establishing the extent to which the Secured Lenders have
    valid, perfected liens on the Debtors' assets;

  * establishing the distributable value of the Reorganized
    Debtors on the assumed effective date of the Plan, which is
    equal to $480 million;

  * apportioning the distributable value of the Reorganized
    Debtors between the encumbered and unencumbered assets,
    resulting in a determination that the unencumbered assets
    had an aggregate going-concern value of $28.9 million to
    $37.3 million, with a midpoint of $33.1 million; and

  * conducting a waterfall analysis and then, based on that
    analysis, constructing the Plan, which allocates 93.3% of
    the value of the reorganized company to the Secured Lenders
    in the form of new common stock and a new $300 million term
    loan and more than $30 million in value to administrative,
    priority and unsecured creditors in the form of cash,
    warrants and subscription rights.

Mr. Dreher explained that the Plan does not allocate all of the
distributable value of the Reorganized Debtors to the Secured
Lenders because it recognized that general unsecured creditors
are entitled to share in the value of the unencumbered assets.
Indeed, the Debtors determined that allocating $12.8 million of
distributable value to the unsecured creditors in the form of
warrants for $12.3 million and cash up to $500,000 could result
in preservation of material tax attributes for the Debtors, he
said.

Mr. Dreher further asserted that the Creditors' Committee's Plan
objections are without merit.  At the confirmation hearing, the
Debtors will demonstrate that the Plan satisfies the best
interests test, he disclosed.  As set forth in the liquidation
analysis, if the Debtors were to liquidate, holders of allowed
Senior Notes Claims could receive anywhere between $0 and $3.9
million in distributions less than a 1% recovery.  He also
explained that a $500,000 limitation on recovery for general
unsecured creditors is more than sufficient to cover the full
amount of allowed distributions on account of general unsecured
claims.  More importantly, he pointed out that since the Petition
Date, the Lien Dispute between the Secured Lenders and the
Creditors' Committee has blocked the way to confirmation.
However, the Court's August 20, 2009 ruling on the Secured
Lenders' summary judgment motion in the Lien Dispute clarifies
that the Secured Lenders are the key stakeholders in the Debtors'
Chapter 11 cases, and the solicitation and confirmation process
should move forward, he said.  Against this backdrop, the Plan
represents the best option to maximize value for all stakeholders
in the Debtors' Chapter 11 cases, he maintained.

Moreover, the Debtors foresee three potential outcomes at the
confirmation hearing, if the Court approves the Disclosure
Statement and authorizes the solicitation of the Plan:

(1) if the Court agrees with the proposed allocation of value,
     the Debtors will move directly to satisfying the conditions
     to exit Chapter 11;

(2) if the Court disagrees with the proposed allocation of
     value but there is no material change to the distributions
     to the creditors, there will be no need to resolicit votes,
     and the Debtors will move directly to satisfying the
     conditions to exit Chapter 11; or

(3) if the Court disagrees with the proposed allocation of
     value, and there is a material change to the distributions
     to the creditors, the Debtors will conduct a resolicitation
     of votes, but all other outstanding confirmation issues
     will be resolved, which will expedite confirmation of the
     Plan.

For those reasons, the Debtors asked the Court to approve the
Disclosure Statement.  The Debtors further asked the Court to
overrule the objections against the Disclosure Statement.  A
summary of the Disclosure Statement Objections is available for
free at: http://bankrupt.com/misc/HawTel_DSObjsSummary.pdf

Full-text copies of the Plan and Disclosure Statement dated
August 23, 2009, are available for free at:

        * http://bankrupt.com/misc/HawTel_Aug23DS.pdf
        * http://bankrupt.com/misc/HawTel_Aug23Plan.pdf

Blacklined versions of the Plan and Disclosure Statement dated
August 23, 2009, are available for free at:

    * http://bankrupt.com/misc/HawTel_Aug23DS_blacklined.pdf
    * http://bankrupt.com/misc/HawTel_Aug23Plan_blacklined.pdf

                       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)


HAYES LEMMERZ: Court to Rule on Plan Outline on September 1
-----------------------------------------------------------
Rebecca Wessler at Dow Jones Newswires reports that the U.S.
Bankruptcy Court for the District of Delaware will rule in a
September 1 hearing whether Hayes Lemmerz International Inc.'s
reorganization plan is ready for creditors' voting.

Dow Jones relates that Hayes Lemmerz's creditors, dissatisfied
with an original proposal, had asked the Court for an independent
investigator to look into the Company's dealings with its banks.
Hayes Lemmerz then drafted a new plan, giving unsecured creditors
3% of the equity in the reorganized Hayes Lemmerz, and $5 million
in cash and warrants entitling them to purchase an additional 10%
of the Company.  Hayes Lemmerz agreed to sweeten the recovery for
unsecured creditors, who were originally slated to receive 0.25%
of the equity in the reorganized company and $250,000 in cash, and
leave the lenders with a smaller piece of the company than was
originally planned, according to the report the report.

The plan confirmation hearing is set for October, Dow Jones
states.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a Chapter
22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HYDROGENICS CORP: Files Registration Statement on Algonquin Bid
---------------------------------------------------------------
Hydrogenics Corporation filed with the U.S. Securities and
Exchange Commission a Form F-4 Registration Statement Under the
Securities Act of 1933 in connection with its offer to purchase
all of the issued and outstanding trust units of Algonquin Power
Income Fund together with any associated rights issued and
outstanding under the Unitholder Rights Plan.  Each Unitholder who
validly deposits and does not withdraw Trust Units under the Offer
is entitled to receive, in respect of each such Trust Unit, one
common share of a new class of common shares in the capital of
Hydrogenics.

In addition, Hydrogenics has agreed to make a take-over bid to
holders of the APIF Series 1 Debentures and the APIF Series 2
Debentures pursuant to which the Debentures will be exchanged for
newly-issued debentures of Hydrogenics or, in the case of the APIF
Series 1 Debentures, at the option of Debentureholders, for
Hydrogenics Shares, subject to certain limits and conditions.  The
Offer Documents are addressed to Unitholders in connection with
the Offer.

The Board of Trustees has entered into a Support Agreement with
Hydrogenics and 7188501 Canada Inc. -- New Hydrogenics -- with
respect to the Offer and the CD Exchange Offers.  Pursuant to a
plan of arrangement, substantially all of the assets and
liabilities of Hydrogenics will be transferred to New Hydrogenics
and the existing class of common shares of Hydrogenics will be
redeemed for New Hydrogenics Shares.

Following such redemption, the original shareholders of
Hydrogenics will be shareholders of New Hydrogenics and will no
longer have any interest in Hydrogenics.  Trust Units will be
taken up under the Offer and Debentures will be taken up under the
CD Exchange Offers contemporaneously with the completion of the
Plan of Arrangement.

The Offer commences on the date hereof and is open for acceptance
until 12:01 a.m. (local time at the place of deposit) on [______],
2009, unless withdrawn or extended.

The terms of the Offer were announced on June 12, 2009.  The
closing price of the Trust Units on the TSX on June 11, 2009, the
last trading day immediately prior to announcement of the
intention to make the Offer, was C$3.40 per Trust Unit.

A full-text copy of the Form F-4 filing is available at no charge
at http://ResearchArchives.com/t/s?439f

                    2nd Quarter 2009 Financials

The Company reported a net loss of $6.0 million for the second
quarter of 2009, a 39% increase from $4.3 million in the second
quarter of 2008.  Revenues, exclusive of the Company's Test
Systems business unit, were $5.5 million, a decrease of 36%,
reflecting lower revenues in both its OnSite Generation and Power
Systems business units due to the timing of project deliveries and
lower order intake.

Net loss was $10.0 million for the six months ended June 30, 2009,
an increase of 16% from $8.6 million in 2008.  Revenues were
$11.1 million for the six months ended June 30, 2009, a decrease
of 35%, exclusive of Test Systems revenues primarily attributed to
$6.3 million of decreased revenues in the Company's OnSite
Generation business unit.

Cash and cash equivalents, restricted cash and short-term
investments were $11.9 million as at June 30, 2009, a $3.8 million
sequential quarterly decrease from the first quarter of 2009
reflecting (i) a $5.5 million EBITDA loss; and (ii) $200,000 of
other items, partially offset by (iii) a $1.9 million decrease in
non-cash working capital.

The Company has noted it sustained losses and negative cash flows
from operations since its inception.  "We expect that this will
continue throughout 2009.  If we do not raise additional capital
before 2010, we do not expect our operations to generate
sufficient cash flow to fund our obligations as they come due,"
the Company said in a regulatory filing with the U.S. Securities
and Exchange Commission.

The Company said additional funding may be in the form of debt or
equity or a hybrid instrument depending on the needs of the
investor.  "Given the prevailing global economic and credit market
conditions, we may not be able to raise additional cash resources
through these traditional sources of financing. Although we are
also pursuing non-traditional sources of financing, including
having entered into an agreement with the trustees of Algonquin
Power Income Fund which is anticipated to generate approximately
C$10.8 million of gross proceeds, the global credit market crisis
has also adversely affected the ability of potential parties to
pursue such transactions. We do not believe the ability to access
capital markets or these adverse conditions are likely to improve
significantly in the near future. Accordingly, we may have to
pursue a combination of operating and related initiatives, such as
further restructurings and/or asset sales," the Company said.

"There can be no assurances we will achieve profitability or
positive cash flows or be able to obtain additional funding or
that the transaction with the trustees of Algonquin Power Income
Fund will be completed or, if obtained, it will be sufficient, or
whether any other initiatives will be successful, such that we may
continue as a going concern.  There are material uncertainties
related to certain adverse conditions and events that cast
significant doubt on the validity of these assumptions."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?43a0

A full-text copy of the Second Quarter 2009 Interim Consolidated
Financial Statements and Results of Operations is available at no
charge at http://ResearchArchives.com/t/s?43a2

A full-text copy of Management's Discussion and Analysis of
Financial Condition and Results of Operations, is available at no
charge at http://ResearchArchives.com/t/s?43a1

A full-text copy of the Company's slide presentation relating to
its Second Quarter 2009 Results is available at no charge at:

             http://ResearchArchives.com/t/s?43a3

On August 12, 2009, Hydrogenics filed revised audited annual
consolidated financial statements for the year ended December 31,
2008.  The revised annual audited consolidated financial
statements correct a clerical error made in Note 23 - Differences
between Canadian and United States Accounting Principles by
inserting the correct footnote reference for the stock-based
compensation reconciling item and to correctly reference the
footnote presented for in-process research and product
development.  The revisions do not affect the Company's
consolidated results of operations for any of the affected
periods.  These revised annual audited consolidated financial
statements replace the Company's annual audited consolidated
financial statements filed under SEDAR project number 1391172 on
March 25, 2009.

As a result of filing the revised disclosure, the Company is
required to file an amendment on Form 20-F/A to amend its Annual
Report on Form 20-F for the year ended December 31, 2008, which
was filed on June 30, 2009.  The amendment on Form 20-F/A will be
filed contemporaneously with the filing of the amended disclosure.

A full-text copy of the Management's Report on Internal Control
Over Financial Reporting on Form 20-F/A is available at no charge
at http://ResearchArchives.com/t/s?43a4

                        Going Concern Doubt

As reported by the Troubled Company Reporter on July 10, 2009,
Hydrogenics said in a filing with the Securities and Exchange
Commission that its ability to continue as a going concern is
dependent on the successful execution of the Company's business
plan.  The Company's ability to continue as a going concern is
dependent on the successful execution of its business plan which
involves: (i) securing additional financing to fund its
operations; (ii) advancing product designs for efficiency,
durability, cost reduction and entry into complimentary markets;
(iii) increasing market penetration and sales; (iv) actively
managing its liquidity; and (v) retaining and engaging staff.  At
present, the success of these initiatives cannot be assured due to
the material uncertainties attributed to the Company's ability to
obtain financing and meet its revenue targets.

                   About Hydrogenics Corporation

Based in Mississauga, Ontario, Canada, Hydrogenics Corporation --
http://www.hydrogenics.com/-- is a developer and provider of
hydrogen generation and fuel cell products and services, serving
the growing industrial and clean energy markets.  Hydrogenics has
operations in North America and Europe.


IXI MOBILE: Has Yet to File June 30 Quarterly Report
----------------------------------------------------
IXI Mobile, Inc., has yet to file its quarterly report on Form
10-Q for the interim period ended June 30, 2009.

According to the Company, financial and other information for the
filing of a complete and accurate Quarterly Report, could not be
provided within the prescribed time period.

"As a result of the initiation of several strategic measures
intended to refocus the Company's activities and to reduce
operating costs . . . the Company has not finalized its financial
statements for the third quarter ended September 30, 2008, for the
year ended December 31, 2008, for the first quarter ended
March 31, 2009, or for the second quarter ended June 30, 2009, and
its auditors have not finalized their review or audit of those
financial statements.  The Company is not currently in a position
to estimate the results for the interim periods or the year end
for which these reports have not been filed," Yossi Shai, the
Company's Chief Financial Officer, said.

The Company believes it will need to raise additional capital in
the near future to continue as a going concern, and there can be
no assurance that it will be successful in doing so or that, even
if the Company is able to raise additional capital, such capital
will be sufficient to allow the Company to continue as a going
concern.

On August 6, 2009, Shmuel Gitlin gave notice he is leaving his
position on the Board of Directors of IXI Mobile.  On August 7,
Israel Frieder gave notice that he is leaving his position on the
Company's Board.  Messrs. Gitlin's and Frieder's departures did
not involve any controversy or disagreement with the Company. In
addition, Avi Goldstein resigned as the Company's chief executive
officer on August 10.

On July 16, 2009, Moshe Levinson and Eyal Shani each gave notice
that they are leaving their positions on the Board.  Mr. Levinson
also gave notice that he was voluntarily terminating his
employment as the Company's Chief Financial Officer.  Messrs.
Levinson and Shani's departures did not involve any controversy or
disagreement with the Company.

On July 16, 2009, the Company designated Eli Sofer as a new member
on the Company's Board of Directors.  Mr. Sofer is Vice President
of Business Development at Runcom Technologies Ltd.  Runcom
Technologies Ltd. currently owns shares representing approximately
90% of the voting power of the issued and outstanding capital
stock of the Company.  Mr. Sofer will not receive any compensation
for service as a director of the Company.

Also on July 16, Yossi Shai, 39, was appointed as the Company's
new Chief Financial Officer.  From July 2006 until May 2009, Mr.
Shai was the Chief Financial Officer of Q-Core Ltd., a privately
owned Israeli company.  Prior to July 2006, Mr. Shai was an
employee of KPMG Somekh Chaikin, an Israeli public accounting
firm.  As the Company's Chief Financial Officer, Mr. Shai will be
paid a base salary of approximately $95,000 per year.

                        About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

                            *     *     *

As reported by the Troubled Company Reporter on August 28, 2008,
IXI Mobile's consolidated balance sheet at June 30, 2008, showed
$29,504,000 in total assets and $40,856,000 in total liabilities,
resulting in a $11,352,000 stockholders' deficit.  The company
reported a net loss of $11,387,000 on total revenues of $2,221,000
for the second quarter ended June 30, 2008, compared with a net
loss of $21,508,000 on total revenues of $3,171,000 in the same
period ended June 30, 2007.

The Company has not finalized its financial statements for the
third quarter ended September 30, 2008, for the year ended
December 31, 2008, or for the first quarter ended March 31, 2009
and its auditors have not finalized their review or audit of those
financial statements.  The Company is not currently in a position
to estimate the results for the interim periods or the year end
for which these reports have not been filed.

The Company believes that it will need to raise additional capital
in the near future to continue as a going concern, and there can
be no assurance that it will be successful in doing so or that,
even if the Company is able to raise additional capital, such
capital will be sufficient to allow the Company to continue as a
going concern.


JENNIFER LYNN RENNIA: Case Summary & 17 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Jennifer Lynn Rennia
           aka Jennifer Lynn Harris
        8740 Water Road
        Cotati, CA 94931

Bankruptcy Case No.: 09-12748

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

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

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

According to the schedules, the Company has assets of at least
$1,081,180, and total debts of $2,016,595.

A full-text copy of Ms. Rennia's petition, including a list of her
17 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb09-12748.pdf

The petition was signed by Ms. Rennia.


JOHN D OIL: Posts $548,214 Net Loss in Six Months Ended June 30
---------------------------------------------------------------
John D. Oil and Gas Company posted a net loss of $548,214 for
three months ended June 30, 2009, compared with a net loss of
$352,901 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $427,601 compared with a net loss of $294,506 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $13.46 million, total liabilities of $12.86 million and
shareholders' equity of $594,497.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company noted that at June 30,
2009, the Company's outstanding debt totaled over $11.30 million,
including a $9.5 million line of credit with RBS Citizens, N.A.,
dba Charter One.  The line of credit is guaranteed by Richard M.
Osborne, the Company's Chief executive officer and chairman of the
board.  This line of credit matured on Aug. 1, 2009.  The Company
does not have the available cash to repay the line of credit.

The Company's ability to continue as a going concern is dependent
on its success in extending or refinancing the line of credit or
in obtaining substitute financing, including a loan from
Mr. Osborne.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?438a

John D. Oil and Gas Company (OTC:JDOG) fka Liberty Self-Stor, Inc.
is engaged in the business of acquiring, exploring, developing,
and producing oil and natural gas in Northeast Ohio.  The Company
is actively drilling oil and natural gas wells in Northeast Ohio.
As of Dec. 31, 2008, the Company had 54 producing wells.  The
self-storage facility is operated through a partnership agreement
between Liberty Self-Stor Ltd. and John D. Oil and Gas Company.
Ltd has a 70.1% equity interest and the Company has a 29.9% equity
interest in the operating partnership of LSS I Limited
Partnership.


KANA SOFTWARE: June 30 Balance Sheet Upside-Down by $693,000
------------------------------------------------------------
KANA Software, Inc.'s balance sheet at June 30, 2009, showed total
assets of $26.90 million and total liabilities of $27.59 million,
resulting in a stockholders' deficit of $693,000.

For three months ended June 30, 2009, the Company posted a net
loss of $607,000 compared with a net loss of $137,000 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $3.87 million compared with a net loss of $216,000 for the same
period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern if it fails to meet its 2009
revenue expectations.  The Company noted that it had an
accumulated deficit of $4.3 billion and has experienced recurring
losses.

On June 30, 2009, the Company had cash and cash equivalents of
$2.90 million and borrowings outstanding under a line of credit of
$3.90 million due in June 2010 and borrowings outstanding under
notes payable of $247,000 due in varying monthly installments
through June 30, 2010.  As of June 30, 2009, the Company had
negative working capital of $2.1 million, excluding $13.7 million
of deferred revenue, and stockholders' deficit.  Based on the
Company's current 2009 revenue expectations, it expects its cash
and cash equivalents, including the $1 million loan closed on
July 30, 2009, will be sufficient to meet its working capital and
capital expenditure needs through June 30, 2010.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4388

KANA Software, Inc. (OTC:KANA) develops, markets and supports
customer communications software products.  The Company sells its
products primarily in North America, Europe and Asia, through its
direct sales force and third party integrators.  KANA solutions
automate the processes needed to serve its clients' customers.
KANA provides an integrated solution, which enables organizations
to deliver service across all channels, including e-mail, chat,
call centers, and Web self-service.  The Company's solutions
include products, as Kana IQ, KANA Response, KANA Response Live
and KANA Contact Center.  In July 2009, the Company formed KANA
Global Consulting Services.


KAISER LAKESIDE: State Orders Closure and Liquidation
-----------------------------------------------------
The California Department of Financial Institutions on August 31
announced the closure and liquidation of Kaiser Lakeside Credit
Union (Kaiser Lakeside).

Kaiser Lakeside had approximately $24 million in assets and 3,500
members.

Immediately following the closure, DFI appointed the National
Credit Union Administration (NCUA) as Liquidating Agent.

Immediately following the appointment by DFI as the liquidator of
Kaiser Lakeside, the NCUA entered into an agreement with
SafeAmerica Credit Union (SafeAmerica) based in Pleasanton, CA, to
purchase and assume certain assets and liabilities of Kaiser
Lakeside.

Members of Kaiser Lakeside will experience no interruption of
service as their credit union was purchased by SafeAmerica.

Kaiser Lakeside was a state-chartered, NCUA-insured credit union
based in Oakland, CA. Kaiser Lakeside was established in 1953 to
serve the employees of Kaiser Industries and over the years
expanded to serve the residents of Alameda and Contra Costa
counties.

Credit Union member funds are federally insured up to at least
$250,000 by the National Credit Union Share Insurance Fund
(NCUSIF).

The NCUA -- http://www.ncua.gov/-- will announce their acceptance
as Liquidating Agent of Kaiser Lakeside in a press release.

DFI supervises over 700 state financial institutions.  Maintaining
the integrity of financial services remains the primary mission of
the Department. The DFI is responsible for administering state
laws regulating state-licensed financial institutions: banks,
credit unions, industrial banks, trust companies, offices of
foreign banks, issuers of travelers' checks and payment
instruments (money orders), and money transmitters. In addition to
posting information about licensees, the DFI Web site features
consumer information on a variety of financial topics and DFI
consumer information brochures available in seven languages.

The Department reports to Dale E. Bonner, Secretary of the
Business, Transportation and Housing Agency and Governor Arnold
Schwarzenegger.


KOBRA PROPERTIES: 2 Affiliates Among State's Largest Tax Debtors
----------------------------------------------------------------
Michael Shaw Sacramento Business Journal reports that two Kobra
Properties affiliates are included in the list of top 250
taxpayers with the largest delinquent sales and use tax.

According to Michael Shaw Sacramento Business Journal, these
companies were mentioned in the California State Board of
Equalization's release on Friday:

     -- Kobra Associates Inc., dba Jack in the Box, which owes the
        state of Florida some $1.5 million; and

     -- Food Service Management Inc., dba Jack In The Box, which
        owes $547,000.

Headquartered in Roseville, California, Kobra Properties and its
affiliates construct, own, and operate eighty-eight diverse
commercial properties located primarily in California's Central
Valley.  Some of the affiliates operate enterprises, including
franchised restaurants (e.g., Jack in the Box, T.G.I. Friday's,
Qdoba), that are tenants of the debtors.  The Debtors' Schedules
show liabilities of $418 million and $665 million in assets, which
the Chapter 11 trustee estimates worth $375 million to
$400 million.  The largest creditor is Wells Fargo Bank, which
claims $154 million in its own right and $71 million as
administrative agent and sole lead arranger of a loan syndicate.
Kobra filed for Chapter 11 protection on Nov. 25, 2008 (Bankr.
E.D. Calif. Case No. 08-37271).  Leonard M. Shulman, Esq., at
Shulman Hodges & Bastian LLP, represents the Debtors.  Donald W.
Fitzgerald, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, in Sacramento, represents the Chapter 11 Trustee.


LANE LALONE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lane M. LaLone
        1116 Fall Run Road
        Rockwood, PA 15557

Bankruptcy Case No.: 09-71057

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: William Weiler Jr., Esq.
                  2521 Countryside Lane
                  Wexford, PA 15090
                  Tel: (724) 776-3795
                  Fax: (412) 921-7650
                  Email: wweilerlaw@zoominternet.net

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

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

According to the schedules, the Company has assets of at least
$2,220,000, and total debts of $2,880,400.

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

             http://bankrupt.com/misc/pawb09-71057.pdf

The petition was signed by Lane M. LaLone.


LAURA LYNNE SILVER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Laura Lynne Silver
           aka Laura Lynne Cumming
        12 Baldwin Farms South
        Greenwich, CT 06831

Bankruptcy Case No.: 09-51709

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen P. Wright, Esq.
                  Harlow, Adams, and Friedman
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  Email: spw@quidproquo.com

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

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

According to the schedules, the [Debtor] has assets of at least
$9,326,400, and total debts of $11,258,161.

[REDACTED May 18, 2011]

The petition was signed by Ms. Silver.


LEHMAN BROTHERS: Anticipates Facing $1 Trillion in Claims
---------------------------------------------------------
Harvey Miller, Esq., at Weil, Gotshal & Manges LLP, Lehman
Brothers Holdings Inc.'s lead bankruptcy lawyer, told Bloomberg
that creditors might file more than $1 trillion in claims against
Lehman.  However, he said that, many of those claims that will be
filed or have been filed may be grossly inflated.

As reported by yesterday's TCR, PricewaterhouseCoopers LLP, the
administrator of Lehman Brothers' European units, said it may
claim as much as $100 billion against New York-based former parent
LBHI.  "A significant number of claims arise as a result of
guarantees issued by the parent company to its subsidiaries
globally," PwC said in an e-mailed statement.

The Bankruptcy Court has set a Sept. 22 deadline for all claims
against LBHI and its affiliated debtors.

The largest claims filed so far in LBHI's Chapter 11 cases are:

   Claim No.  Claimant                      Claim Amount
   ---------  --------                      ------------
    1612      LEHMAN BROTHERS BANK, FSB    $2,192,000,000
    1439      OMX TIMBER FINANCE
                 INVESTMENTS II, LLC         $833,171,475
    3813      BOISE LAND & TIMBER II, LLC    $833,781,693
    5576      CITY OF NEW YORK
                   DEPARTMENT OF FINANCE     $626,999,222
    4727      CITY OF NEW YORK DEPARTMENT
                   OF FINANCE AUDIT DIVISION $626,999,222
    3338      POPOLARE VITA S.P.A.           $413,269,191

    8468      CREDIT SUISSE LOAN FUNDING     $423,036,453
    316       GIANTS STADIUM LLC             $301,828,087
    315       GIANTS STADIUM LLC             $301,828,087
    4645      GREGORY, JOSEPH                $232,999,549
    7389      GREGORY, JOSEPH                $232,999,549
    7388      GREGORY, JOSEPH M.             $232,999,549

Joseph Gregory, former president and chief operating officer of
LBHI has filed a claim for $233 million for unpaid equity awards,
including stock options and stock units he was entitled to.

                      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)


LPATH INC: Net Loss Widens to $3.9 Million for June 30 Quarter
--------------------------------------------------------------
Lpath Inc. posted wider net loss of $3,926,887 for the three
months ended June 30, 2009, from a net loss of $2,432,982 for the
same period a year ago.  Lpath posted a net loss of $3,360,893 for
the six months ended June 30, 2009, from a net loss of $7,511,163
for the same period a year ago.

Lpath recorded total revenues of $2,768,568 for the three months
ended June 30, 2009, from $461,588 for the same period a year ago.
It booked total revenues of $5,447,333 for the six months ended
June 30, 2009, from $474,714 for the same period a year ago.

As of June 30, 2009, the Company had total assets of $7,027,751
and total liabilities of $12,457,882, resulting in stockholders'
deficit of $5,430,131.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?439a

In the six months ended June 30, 2009, Lpath incurred an operating
loss and utilized net cash in operating activities of $323,642 and
$2,055,719, respectively.  In the year ended December 31, 2008,
the company incurred an operating loss and utilized net cash in
operating activities of $11,735,235 and $6,192,041, respectively.
Lpath said these conditions raise substantial doubt about the
company's ability to continue as a going concern.

During 2009, Lpath expects to continue to incur cash losses from
operations.  While the company had cash totaling $5,458,203 as of
June 30, 2009, the cost of its ongoing drug discovery and
development efforts, including general and administrative
expenses, are expected to consume an additional $6 million to
$10 million in 2009.

"We believe that our existing cash and expected funding under
Lpath's collaborative research and development agreement with
Merck KgaA will be sufficient to meet Lpath's projected operating
requirements at least through 2009.  Although we believe work
under the collaborative agreement with Merck is progressing as
planned, there can be no assurance that Merck will not cancel the
agreement before the conclusion of the initial development period.
In the event that Merck cancels its agreement with us, we would
need to seek additional sources of capital to finance our research
and development activities into 2010," Lpath said.

In the event it needs to raise additional capital, Lpath said it
would:

     1. pursue additional fund raising activities from both
        existing and potential new investors.

     2. explore cash generating opportunities from strategic
        alliances, including licensing portions of its technology
        or entering into corporate partnerships or collaborations.
        In such transactions, Lpath could transfer certain rights
        to one or more of its drug discovery or development
        programs, or to specific indications within those programs
        and receive infusions of cash in the short-term, and
        potentially in the long-term as well.

     3. continue to seek additional research grants from the
        National Institutes of Health or other sources.

Lpath, Inc. is a biotechnology company focused on the discovery
and development of lipidomic-based therapeutics.  Lipidomics is an
emerging field of medical science whereby bioactive signaling
lipids are targeted to treat important human diseases.

Lpath has incurred significant net losses since its inception.  As
of June 30, 2009, Lpath had an accumulated deficit of
approximately $39.8 million.  Lpath expects its operating losses
to increase for the next several years as it pursues the clinical
development of its product candidates.


MENDOCINO COAST: S&P Gives Stable Outlook on 'B' Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'B' underlying rating on the
Mendocino Coast Health Care District, California's general
obligation bonds.

"The outlook revision reflects S&P's view of the district's
improved operating performance in fiscals 2007-2009, with positive
net operating income in each year," said Standard & Poor's credit
analyst Geraldine Poon.  "Additionally, S&P believes the district
has experienced good cash flow, which in S&P's view has led to a
significant liquidity improvement."

S&P understands that the district plans to issue $5 million this
year (backed by the CalMortgage program) to fund a diagnostic
imaging center.  S&P also understands that there are additional
plans to issue $3 million in the next two years to fund a new
central plant.  In S&P's view, these two issuances will likely
significantly impact the district's leverage.

The district owns and operates the Mendocino Coast Hospital, a 25-
bed, acute-care facility that is located in the City of Fort
Bragg, approximately 180 miles north of San Francisco.  The
hospital is designated as a sole community provider and offers a
full range of inpatient and outpatient services.


MERISANT WORLDWIDE: Nears Consensual Plan; To Keep Exclusivity
--------------------------------------------------------------
Merisant Worldwide Inc. and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend by 45 days
the exclusive periods during which only they may (i) file a
chapter 11 plan or plans of reorganization through and including
October 20, 2009 and (ii) solicit acceptances of the plan(s)
through and including December 19, 2009.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
relates that the Debtors and their advisors have conducted the
extensive operational, financial, and legal analyses necessary to
the formulation of a confirmable plan of reorganization. These
efforts have resulted in the development of a mature plan of
reorganization term sheet from which the Debtors continue to
negotiate with (i) their agent and lender under the Debtor-in-
Possession Credit Agreement dated February 13, 2009, Wayzata
Investment Partners LLC, (ii) the Official Committee of Unsecured
Creditors, and (iii) an ad hoc group of their prepetition secured
lenders.  These discussions are currently ongoing and although
progress has been made, the Debtors are hopeful that additional
discussions will lead to a consensual confirmation process for
their plan of reorganization.  The Debtors anticipate filing such
plan of reorganization and related disclosure statement and voting
materials, among other relevant documents, in the near future and
have spent, along with their advisors, a considerable amount of
time developing such documents.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MGM MIRAGE: S&P Assigns 'CCC+' Rating on $500 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Las Vegas-based MGM MIRAGE's proposed up to
$500 million senior unsecured notes due 2016.  The notes were
rated 'CCC+' (at the same level as the corporate credit rating on
the company) with a recovery rating of '4', indicating S&P's
expectation of average (30%-50%) recovery for noteholders in the
event of a payment default.

The new notes will be issued as part of an exchange offer made to
holders of MGM MIRAGE's existing 8.5% senior unsecured notes due
2010.  Under the terms of the proposed exchange, $1,175 in
principal amount of the new notes will be offered for each $1,000
principal amount of the existing notes ($1,125 will be offered
after the early participation date), which, given the 10% coupon,
would translate into a yield of approximately 13.5% for investors
opting to exchange.  While MGM MIRAGE's financial profile is under
pressure given its debt maturity profile and weak credit measures
(reflected in S&P's 'CCC+' corporate credit rating), S&P believes
that the offer being made to investors is adequate given market
conditions and does not result in investors receiving less value
than the promise of the original securities -- a key consideration
under S&P's criteria.

At the same time, S&P affirmed all of its existing ratings on MGM
MIRAGE, including the 'CCC+' corporate credit rating.  The rating
outlook is developing.

"The 'CCC+' corporate credit rating reflects MGM MIRAGE's
significant debt burden, S&P's expectation for continued
substantial declines in cash flow generation at least through
2009, and the company's tight liquidity position," noted Standard
& Poor's credit analyst Ben Bubeck.

While the company maintains a leading presence on the Las Vegas
Strip, S&P expects the Strip to be among the weakest performing
U.S.  gaming markets in 2009.  The company's ability to weather
the current downturn and service its intermediate-term debt
obligations relies on a substantial moderation of revenue and cash
flow declines, which S&P believes is unlikely until at least 2010,
or a restructuring of its debt obligations.

S&P remains concerned about 2011 debt maturities, which include
the expiration of the $5.8 billion bank facility.  Rating upside
would be contingent upon the company addressing this maturity,
although S&P believes the exchange offer represents an important
step, as up to $425 million of liquidity that would otherwise have
been necessary to address 2010 maturities would be preserved.

Credit measures remain weak.  Following EBITDA declines of
approximately 35% during the six months ended June 30, 2009
compare to prior year (adjusting for the sale of Treasure Island
earlier this year), operating lease adjusted leverage was nearly
9x, and EBITDA coverage of interest was about 1.5x as of June 30,
2009.  S&P expects leverage to approach 10x and EBITDA interest
coverage to be in the low-1x area by the end of 2009.


MILTON GEORGE KONGQUEE: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Joint Debtors: Milton George Kongquee
               Nadeen Suckoo Kongquee
               831 East Charleston CT
               Hernando, FL 34442

Bankruptcy Case No.: 09-19112

Chapter 11 Petition Date: August 28, 2009

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

Judge: K. Rodney May

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

According to the schedules, the Company has assets of at least
$1,551,496, and total debts of $1,365,088.

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/flmb09-19112.pdf

The petition was signed by the Joint Debtors.


MOORES CHAPEL: Case Summary 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Moores Chapel Partners, LLC
        401 Pennsylvania Parkway
        Indianapolis, IN 46280

Bankruptcy Case No.: 09-12656

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Jeffrey J. Graham, Esq.
                  Taft Stettinius & Hollister LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  Email: jgraham@taftlaw.com

                  Jerald I. Ancel, Esq.
                  Taft Stettinius & Hollister LLP
                  One Indiana Sq, Ste. 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  Email: jancel@taftlaw.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/insb09-12656.pdf

The petition was signed by Robert L. Lauth Jr., manager of the
Company.


NEUROBIOLOGICAL TECH: Board Approves Plan of Liquidation
--------------------------------------------------------
Neurobiological Technologies, Inc. (NTI(R)) (Nasdaq: NTII)
announced August 31 that its board of directors has determined,
after consideration of potential strategic alternatives, that it
is in the best interests of the Company and all its stockholders
to liquidate the Company's assets and to dissolve the Company.  In
connection with the liquidation, the Company intends to distribute
the majority of its available cash to its stockholders.

At its meeting on August 27, 2009, the board of directors voted to
approve the dissolution and liquidation of the Company pursuant to
a Plan of Complete Liquidation and Dissolution.  The board also
approved an amendment of the Company's Certificate of
Incorporation that would authorize the Company to redeem the
494,000 shares of its preferred stock currently outstanding for
$0.50 per share.  The Company intends to call a special meeting of
the stockholders to seek approval of the plan of dissolution and
the amendment to the certificate of incorporation.  If approved,
the Company intends to redeem all outstanding shares of preferred
stock, pay an extraordinary dividend to all holders of common
stock and then proceed with the orderly wind down and dissolution
of the Company.

If the dissolution is approved, the Company also plans to delist
its common stock from the NASDAQ Capital Market, close its stock
transfer books, discontinue recording transfers of shares of its
stock, and cease its reporting obligations under the Securities
Exchange Act of 1934, as amended.

Termination of Rights Agreement

The Company also announced that the board of directors has
approved the termination of the Rights Agreement, dated as of May
19, 2005, by and between the Company and American Stock Transfer
and Trust Co., as amended, effective as of August 31, 2009.

Financial Results

For fiscal year 2009, the Company reported revenue of $26.4
million, compared to revenue of $14.8 million for the prior year.
The increase in revenue in fiscal 2009 occurred because in fiscal
2009, the Company reduced the time period over which it was
contractually committed to provide certain services to Celtic
Pharma (to whom we sold rights to the investigational drug
XERECEPT(R) in fiscal 2006), resulting in recognition of
additional revenue which had been previously deferred.  The
revenue resulting from the reduced commitment to provide services
did not result in additional cash flows to the Company in fiscal
2009, and the amount of revenue recognized in fiscal 2009 which
had been previously deferred totaled $18.8 million.

Net income for fiscal 2009 was $3.1 million, or $0.12 per share,
compared with a net loss of $16.3 million, or $0.84 per share, in
fiscal year 2008.

For the fourth quarter ended June 30, 2009, the Company reported
revenue of $16.3 million compared to $3.5 million for the same
period in 2008.  The increase in revenue during the fourth quarter
of 2009 included the reduction in the time period over which we
were committed to provide certain services to Celtic Pharma. Net
income for the quarter ended June 30, 2009 was $14.2 million
compared with a net loss of $3.5 million for the same period in
fiscal 2008.

At June 30, 2009, the Company's combined balance of cash, cash
equivalents and short-term investments was $24.0 million,
including the Company's auction rate securities carried at their
estimated value of $5.5 million.

                About Neurobiological Technologies

Neurobiological Technologies, Inc. is a biopharmaceutical company
historically focused on developing investigational drugs for
central nervous system conditions.


NEWARK GROUP: Bank Lenders Extend Forbearance to October 31
-----------------------------------------------------------
The Newark Group, Inc., Wachovia Bank, National Association, and
the requisite lenders under Newark Group's asset-based senior
secured revolving credit facility on August 7, 2009, entered into
an extension of the parties' Forbearance Agreement, effective as
of July 31, 2009, to further extend the forbearance expiration
period to October 31, subject to there being no further defaults.

On February 20, 2009, Newark Group, Wachovia, and the requisite
lenders completed the execution and delivery of a Forbearance
Agreement pursuant to which, among other things, the ABL Lenders
agreed to forbear from exercising certain rights as a result of
the occurrence of certain events of default under the Company's
asset-based senior secured revolving credit facility.  The
Forbearance Agreement was amended twice to extend the forbearance
period to July 31, 2009.

The extended forbearance period is designed to give the Company
additional time to negotiate changes to its loan facilities and
capital structure with the ABL Lenders, the lenders under the
Company's credit-linked loan facility, and the holders of the
Company's 9-3/4% Senior Subordinated Notes due 2014 issued
pursuant to an Indenture dated as of March 12, 2004.  Neither the
ABL Lenders nor the lenders under the CL Facility nor the holders
of the Notes have taken any action to accelerate the obligations
due under their respective credit agreements.

On August 17, Newark Group said it was initiating these price
increases:

     -- All grades of uncoated recycled paperboard will have a
        $40 per ton increase effective with shipments on or after
        September 1, 2009.  Customers were notified about this
        increase August 7.

     -- All grades of coated recycled paperboard will have a
        $40 per ton increase beginning with shipments on or after
        September 15, 2009.  Customers were notified of the
        increase August 14.

                        About Newark Group

The Newark Group, Inc. -- http://www.newarkgroup.com/-- is an
integrated producer of 100% recycled paperboard and paperboard
products. The Company primarily manufactures core board, folding
carton (predominantly uncoated) and industrial converting grades
of paperboard. It is a major North American producer of tubes,
cores and allied products, and is a producer of laminated products
and graphic board in both North America and Europe.  It also
collects, trade and process recovered paper in North America. The
Newark Group, Inc. supplies its products to the paper, packaging,
stationery, book printing, construction, plastic film, furniture
and game industries. The Company operates in three reportable
segments: Paperboard, Converted Products, and International and
its products are categorized into five product lines: recovered
paper; 100% recycled paperboard; laminated products and
graphicboard; tubes, cores and allied products, and solidboard
packaging.

In May 2009, Moody's Investors Service downgraded the Corporate
Family Rating of The Newark Group Inc. to Ca from Caa3 and changed
the Probability of Default Rating to Ca/LD from Caa3.
Concurrently, the rating on the senior secured credit-linked
facility was lowered to Caa2 from Caa1 and the rating on the
senior subordinated notes was lowered to C from Ca.  Moody's
affirmed the SGL-4 Speculative Grade Liquidity rating.  The
ratings outlook remains negative.

The Company has yet to file its quarterly report for the period
ended January 31, 2009.  As of October 31, 2008, the Company had
$554,960,000 in total assets and $ 463,334,000 in total
liabilities.


NORTEL NETWORKS: IRS Files $3 Billion Tax Claim
-----------------------------------------------
The Department of Treasury - Internal Revenue Service on August 20
filed a $3,016,650,831 claim against Nortel Networks Inc.  The
claim is on account of $2,967,386,219 in unpaid corporate taxes
and interest from 1998 to 2005, while the remaining $49,264,612 is
on account of penalties.  Nortel said it wasn't aware of anything
that could give rise to this large tax liability.

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NUTRACEA INC: Has Forbearance From Lenders Until January 31
-----------------------------------------------------------
NutraCea Inc. has entered into a forbearance agreement with Wells
Fargo Bank, N. A. relating to the previously disclosed "Events of
Default" which accelerated outstanding amounts due under the
Credit and Security Agreement dated December 18, 2008.

Pursuant to the terms of the Forbearance Agreement dated July 31,
2009, Wells Fargo agreed to forbear from exercising its rights and
remedies with respect to existing defaults and advance the Company
$335,000 under its line of credit. The Forbearance Agreement
expires on January 31, 2010.

NutraCea President John Short commented, "On behalf of our
management team, I want to thank the professionals at Wells Fargo
for the expeditious manner in which they negotiated and executed
the Forbearance Agreement. We look forward to working with Wells
Fargo through the forbearance period and beyond."

Under the leadership of its newly expanded executive team,
NutraCea is moving quickly to refocus the Company's management and
financial resources on its core businesses, which include the
application of NutraCea's proprietary technologies to the
production of stabilized rice bran ("SRB"), rice bran oil ("RBO"),
cereal products for infants and adults and high value downstream
derivatives of SRB and RBO.

                Recent Transactions Consistent with
                 Plans to Exit Non-core Investments

"In order to provide greater concentration of both management and
financial resources on our core competencies, we plan to exit
investments that do not directly support our primary businesses.
We will reinvest funds generated by monetizing non-core assets
first to stabilize NutraCea's financial position and then to
further grow our core businesses," stated Short.

Two transactions in support of this strategy were recently
disclosed by the Company in filings with the Securities and
Exchange Commission and are more fully described below.

On June 17, 2009, NutraCea entered into a binding letter of intent
with Ceautamed Worldwide, LLC with respect to the acquisition by
Ceautamed from NutraCea of senior secured promissory notes issued
by Vital Living, Inc. in the total principal amount of $4,226,446,
one million shares of Vital Living's Series A Preferred Stock, all
of the rights of NutraCea in the action entitled NutraCea, Inc. v.
Vital Living, Inc. in the Superior Court of Arizona, Maricopa
County, and all of the rights of NutraCea under the security
agreement granting a senior security interest in the assets of
Vital Living.

The Vital Living transaction closed on July 29, 2009. NutraCea
received the initial payment of $200,000 due under the terms of
the agreement, is scheduled to receive continuing payments of
$100,000 per month over the next 34 months pursuant to a
promissory note, and may receive additional contingent payments
following the third anniversary of the closing based upon
Ceautamed's gross earnings.

Short noted, "The closing of the Vital Living transaction allows
NutraCea to exit the distribution of nutraceauticals and other
products unrelated to our core business and to redirect the monies
received to our core business activities."

On July 23, NutraCea announced the sale of its interest in PT
Panganmas Inti Nusantara. The planned business of PIN was the
construction and operation of a wheat flour mill in Indonesia
including the production of stabilized wheat co-products. Short
stated, "Constructing and operating wheat flour mills does not fit
the strategic direction we have defined for NutraCea.  At the
closing of the sale of our shares in PIN, we recovered over $1.6
million that had been tied up for several months.  These funds can
now be redirected to our core businesses."

NutraCea remains committed to its Grain Enhancement LLC joint
venture through which it intends to develop oil processing
facilities in Indonesia and other markets in South East Asia.

              Facilities Update - Company Rightsizing
                  Overhead and Production Capacity

In further discussing NutraCea's strategy aimed at refocusing the
Company on core competencies and exiting non-core businesses,
Short noted:

"A key component in our overall business strategy is to "right
size" our overhead and production capacity and to realign that
capacity appropriately to the geographic markets we serve.  In
recent months, we have been able to meet our manufacturing needs
in the production of SRB at our facilities in California and have
therefore shuttered the facilities in Louisiana in order to reduce
expenses while we focus on increasing sales. We are working to
restart production at our Mermentau, LA facility to meet
anticipated demand.  We also are involved in litigation related to
our Lake Charles, Louisiana facility due to late payments on
certain leases and supply agreements.  We are working to resolve
these issues."

Currently, the Phoenix facility is not operating and all cereal
and refined SRB products are being manufactured in Dillon,
Montana.  The Phoenix facility was completed in January, 2009 and
we received a temporary operating permit from the City of Phoenix
at that time.  Employees were hired and trained in the last
quarter of 2008 and test production runs were made in January and
February, 2009, in order to train employees and test the
equipment.  In February, we began to reduce our workforce in the
facility because of a lack of customer orders.  Based on the level
of demand for product and our ability to meet that demand with
production from the Dillon facility, the Company elected to
discontinue operations at the Phoenix facility in April.

In addition, cash flow challenges required us to prioritize our
payments to suppliers and vendors, and payments to the contractor
for the construction of the facility (and ultimately to some of
the subcontractors) were suspended.  This action resulted in the
filing of several mechanics liens on the property and lawsuits
against the Company.  We anticipate that as a result of the
Forbearance Agreement with Wells Fargo, including the additional
advance of $335,000 under the line of credit, and other agreements
currently being negotiated that we can resolve those payment
disputes and the related litigation.  We have not yet determined a
plan for restarting the facility if these issues are resolved.

Short, concluded, "Management will strive to keep our
shareholders, employees, partners, lenders, suppliers and other
constituents informed as we work to reposition NutraCea, to
explore additional opportunities to monetize assets currently
invested in non-core activities and to right size overhead and
production capacity in our core businesses.  We believe increasing
shareholder value is tied to the successful execution of business
strategies directly related to our core businesses."

                          About NutraCea

NutraCea Inc. (OTC: NTRZ) -- http://www.NutraCea.com/-- is a
world leader in production and utilization of stabilized rice
bran.  NutraCea holds many patents for stabilized rice bran
production technology and proprietary neutraceutical formulas
ranging from arthritis, chronic bowel conditions, and effective
diabetes control to cardiovascular disease treatment protocols.
NutraCea's proprietary technology enables the creation of food and
nutrition products to be unlocked from rice bran, normally a waste
by-product of standard rice processing.  Committed to helping the
underfed, they're heavily involved in providing product and
technology for developing countries through NutraCea's RiceAde
feeding program.


NUVEEN INVESTMENTS: Offers to Swap New 2015 Notes for Old Ones
--------------------------------------------------------------
Nuveen Investments, Inc., is offering to exchange $785,000,000
aggregate principal amount of its 10-1/2% Senior Exchange Notes
due 2015 for the 10-1/2% Senior Notes due 2015 that it issued,
subject to resale restrictions, on November 13, 2007, in an
aggregate principal amount of $785,000,000.

The terms of the New Notes are identical in all material respects
to the Old Notes, except that the registration rights and related
liquidated damages provisions and the transfer restrictions
applicable to the Old Notes are not applicable to the New Notes.
The New Notes will be senior unsecured obligations and will rank
equally in right of payment with all of Nuveen's existing and
future senior unsecured indebtedness.  The New Notes will be fully
and unconditionally guaranteed by each of Nuveen's current and
future direct and indirect domestic restricted subsidiaries that
guarantee debt under its senior secured credit facilities.

The Notes are not traded on any national securities exchange and
have no established trading market.

The exchange offer will expire at 5:00 p.m., New York City time,
on ____________, 2009, unless extended.  Subject to the
satisfaction or waiver of specified conditions, Nuveen will
exchange New Notes for all Old Notes that are validly tendered and
not withdrawn prior to the expiration of the exchange offer.
Tenders of Old Notes may be withdrawn at any time before the
expiration of the exchange offer.  Nuveen will not receive any
proceeds from the exchange offer.

A full-text copy of Nuveen's prospectus is available at no charge
at http://ResearchArchives.com/t/s?43a5

Nuveen obtained a new $450 million second-lien term loan facility
on July 28, 2009, pursuant to an amendment to the Credit
Agreement, dated as of November 13, 2007, among Windy City
Investments, Inc., the Company, the lenders from time to time
party thereto, and Deutsche Bank AG New York Branch, as
administrative agent for the Lenders.  The First Amendment
provided the Company with the option to request one or more
additional tranches of Additional Term Loans, subject to certain
limitations, up to an aggregate amount not to exceed $50 million.

In light of favorable market conditions, the Company elected to
borrow the full $50 million pursuant to an Incremental Second-Lien
Term Loan Agreement, dated as of August 11, 2009, among Windy
City, the Company, the Administrative Agent, the Guarantors party
thereto and the Incremental Second-Lien Term Loan Lenders party
thereto.  The Incremental Additional Term Loans are subject to the
same terms and conditions of the Credit Agreement as the
Additional Term Loans.

Affiliates of certain investors in the indirect parent company of
the Company acted as arrangers in connection with this financing
and received customary fees.  With the net cash proceeds of the
Incremental Additional Term Loans, the Company repaid $45,407,250
of existing first-lien term loans issued under the Credit
Agreement at par.

A full-text copy of the First Amendment to Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?43aa

A full-text copy of the Incremental Agreement is available at no
charge at http://ResearchArchives.com/t/s?43a6

The Company posted a net loss attributable to Nuveen Investments
of $21,007,000 for the three months ended June 30, 2009, from net
income of $23,284,000 for the same period a year ago.  For the six
months ended June 30, 2009, the Company posted a net loss
attributable to Nuveen Investments of $46,067,000 from a net loss
of $6,246,000 for the same period a year ago.

As of June 30, 2009, Nuveen had total assets of $6,374,384,000 and
total liabilities of $5,423,871,000.

Nuveen Investments is required to file, pursuant to the terms of
its outstanding 10.5% Senior Notes due 2015, a copy of its
quarterly financial information similar to those contained in a
filing on Form 10-Q.  Copies of Nuveen's financial reports for the
period ended June 30, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?43a7
               http://ResearchArchives.com/t/s?43a8

Information about Nuveen's sales, net flows, and assets under
management for Q2 2009, Q1 2009 and all quarters in 2008, as well
as reconciliation of Adjusted EBITDA as defined by the Company's
Bank Credit Agreement to income before taxes for Q2 2009, Q2 2008
and the last 12-month period, which includes the first two
quarters of 2009 and the last two quarters of 2008, is available
at no charge at http://ResearchArchives.com/t/s?43a9

Nuveen Investments, Inc., headquartered in Chicago, is a U.S.-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $128 billion as of June 30, 2009.

Nuveen Investments carries Moody's B3 senior secured debt rating,
Caa1 corporate family rating, and Caa3 senior unsecured debt
rating.


ORBITZ WORLDWIDE: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on on-line consumer travel company Orbitz Worldwide
Inc. and removed the rating from CreditWatch, where it had been
placed with negative implications on May 22, 2009.  The outlook is
now negative.

At the same time, S&P lowered its issue-level rating on Orbitz's
$685 million secured credit facility to 'B+' from 'BB-' and
removed the rating from CreditWatch, where it had been placed with
negative implications on May 22, 2009.  S&P revised the recovery
rating to '2' from '1', indicating expectations of substantial
(70%-90%) recovery of principal in the event of a payment default.

The CreditWatch listing followed the company's launch of an
amendment to its $685 million credit agreement that would permit
it to make non pro rata market purchases of this debt and was
based on S&P's concerns that this transaction could qualify as a
distressed debt purchase.  S&P also had concerns about the effect
of the reduced level of travel demand and the elimination of
certain booking fees on the company's revenues and earnings.

"Our review concluded that, at the current rating level, the
company's financial profile could withstand a limited amount of
revenue erosion that, in large part, has been mitigated by
substantial cost reductions," said Standard & Poor's credit
analyst Betsy Snyder.  "We also concluded the company's
$10 million buy back of its term loan permitted under the
subsequent amendment to its credit facility was not a distressed
debt purchase under S&P's criteria."

The revised ratings on the term loan were based on S&P's
expectations of lower EBITDA at the time of default and a lower
enterprise multiple, reflecting lower revenues due to the current
economic environment and elimination of certain booking fees.
Consequently, enterprise value at the time of emergence,
calculated as a multiple of default EBITDA, is lower resulting in
a lower recovery.

S&P could lower ratings if the company is required to cash
collateralize its $75 million letter-of-credit facility, or if
operating losses or adverse legal judgments cause liquidity to
fall below $50 million on a sustained basis.  S&P could revise the
outlook to stable if liquidity improves significantly from current
levels due to a recovery in U.S. and global travel, resulting in
higher revenues and earnings.


PANOLAM INDUSTRIES: June 30 Balance Sheet Upside-Down by $42MM
--------------------------------------------------------------
Panolam Industries International, Inc.'s balance sheet at June 30,
2009, showed total assets of $398.68 million and total liabilities
of $440.72 million, resulting in a stockholders' deficit of
$42.04 million.

For three months ended June 30, 2009, the Company posted a net
loss of $7.38 million compared with a net loss of 414,000 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $17.42 million compared with a net loss of $873,000 for the
same period in 2008.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company noted that as of
June 30, 2009, and as of Dec. 31, 2008, the Company was not in
compliance with all of its financial and reporting covenants under
its senior credit facility, which constitutes a default.

The current portion of long-term debt was $343,997 as of June 30,
2009.  The Company had a working capital deficiency of $244,053 as
of June 30, 2009, and $239,079 as of Dec. 31, 2008.

On July 27, 2009, the Company reached a tentative agreement with
lenders holding approximately 73% of the aggregate principal
amount of indebtedness under the credit facility and noteholders
holding two-thirds in principal amount of the notes with respect
to a restructuring of the Company's indebtedness.  The Company is
in active discussions with the Consenting Holders regarding the
process for implementing the proposed restructuring, which remains
subject to final documentation.  The Company expects to continue
to operate its business in the ordinary course during and after
the proposed restructuring.

In the event that the proposed restructuring is not completed and
most or all of the Company's obligations under the credit facility
and notes become due and payable, the Company would be unable to
fund its payment obligations.  The Company has not received any
acceleration notice related to these financing arrangements;
however, given the current negative conditions in its industry and
the economy generally and the credit markets in particular, the
Company cannot give any assurance that it will be successful in
reaching a definitive agreement on the proposed restructuring or
finding alternative financing arrangements.  The Company has
engaged financial and legal advisors to provide assistance in
these discussions, but the Company may be compelled to file for
bankruptcy protection.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?438b

Panolam Industries International, Inc., is a market leader and
innovator in the decorative laminate industry.  The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), Pluswood(R) brand names, are
used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.  It
also markets other decorative laminates including FRL, a fiber
reinforced laminate product. In addition to decorative laminates,
it manufactures and distributes industrial laminate products,
including Conolite and Panolam FRP, a fiber reinforced product.
It also produces and markets a selection of specialty resins for
industrial uses, such as powdered paint, adhesives and melamine
resins for decorative laminate production, custom treated and
chemically prepared decorative overlay papers for the high
pressure laminates, or HPL and thermally-fused melamine, or TFM
industry, and a variety of other industrial laminate products such
as aircraft cargo liners and bowling lanes.


PDC LOVELESS: Knight Manzi Upbeat on Debt Payment
-------------------------------------------------
Kevin James Shay at Gazette.net reports that Knight, Manzi,
Nussbaum & La Placa's managing partner, William E. Knight, is
optimistic that his firm and other creditors would get paid.

Knight Manzi is among the contractors, engineering firms,
insurers, and others listed as PDC Loveless, LLC's creditors.  The
firm, which focuses on business, municipal, zoning, administrative
and personal injury law, is owed $13,700 by PDC Loveless,
Gazette.net relates.

Gazette.net quoted Mr. Knight as saying, "Every case is different.
In this case, I think there is enough in assets that we will
eventually get paid."

Columbia, Maryland-based PDC Loveless, LLC, is a residential real
estate developer.  The Company and its affiliate, PDC-Collingbrook
LLC, filed for Chapter 11 bankruptcy protection on June 19, 2009
(Bankr. D. Md. Case No. 09-21124).  Gary R. Greenblatt, Esq., at
Mehlman, Greenblatt & Hare, LLC, assists the Company in its
restructuring efforts.  PDC Loveless listed $2,020,445 in assets
and $11,151,664 in liabilities in its bankruptcy filing.


PHILADELPHIA NEWSPAPERS: Ben Logan Lashes on Inquirer Ad
--------------------------------------------------------
Rachel Feintzeig posted at The Wall Street Journal blog,
Bankruptcy Beat, that Philadelphia Newspapers' new advertisement
in the Philadelphia Inquirer has angered Ben Logan at O'Melveny &
Myers LLP, who represents unsecured creditors in the Debtor's
bankruptcy case.

According to Bankruptcy Beat, Mr. Logan said that Philadelphia
Newspapers' using of its own pages to tout its reorganization plan
was "highly inappropriate" and describe the move as a publicity
campaign in favor of the sale to the stalking-horse bidder [a
group of local investors led by homebuilder Bruce Toll]".  The
group is offering to pump $35 million in cash into Philadelphia
Newspapers and fund a $17 million letter of credit, according to
the report.

Citing Mr. Logan, Bankruptcy Beat reports that the Debtor's "keep
it local" advertisements, which ask questions like "why will out-
of-town corporate ownership be a disaster?", could discourage
other bidders from submitting offers for the Company.  Mr. Logan
said that the ads could stifle competition and the possibility of
a higher price tag for Philadelphia Newspapers' assets, the report
states.

The union at Philadelphia Newspapers, says Bankruptcy Beat, has
also launched their own advertising campaign in support of the
Bruce Toll bid.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates 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.


PINE PRAIRIE: S&P Puts 'B-' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B-' issue-
level rating on Pine Prairie Energy Center LLC's $365 million of
credit facilities on CreditWatch with positive implications.  The
CreditWatch placement reflects the Aug. 27, 2009 announcement by
Pine Prairie's 50% owner, Plains All American Pipeline L.P. (BBB-
/Stable/--), that it has executed definitive agreements under
which a subsidiary of Plains All American will acquire Vulcan
Capital's 50% indirect interest in PAA Natural Gas Storage LLC,
the parent of Pine Prairie.

As a result of the transaction, Plains All American will own 100%
of Pine Prairie and its other gas storage facility, Blue Water,
which it plans to consolidate, and repay the consolidated project
finance debt of $450 million ($398 million net of $52 million in
project cash).  At such time, S&P would expect to withdraw the
rating on Pine Prairie.

The aggregate purchase price of $220 million consists of
$90 million cash, 1.9 million Plains All American common units
valued at $90 million, and deferred contingent cash consideration
of up to $40 million.  The contingent consideration is subject to
achievement of certain events and performance milestones expected
to occur over the next several years.  The transaction is expected
to close on Sept. 3, 2009.

S&P expects to resolve the CreditWatch in one to two weeks.


PLAINFIELD APARTMENTS: Can Initially Use Spencer's Cash Collateral
------------------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey authorized, on an interim basis, Plainfield
Apartments LLC to:

   -- access cash securing repayment of loan with Spencer Savings
      Bank, SLA; and

   -- grant adequate protection to Spencer's interest in cash
      collateral.

A final hearing of the Debtor's continued use of cash collateral
is set for Sept. 16, 2009, at 11:30 a.m. in Courtroom 3A of the
U.S. Bankruptcy Court, Trenton, New Jersey.  Objections, if any,
are due Sept. 11, 2009.

The Debtor owed Spencer $17 million as of the petition date.

As security for the loan, the Debtor granted Spencer a mortgage on
the apartments and fixtures therein; a security interest in the
rents the Debtor receives from the tenants of the apartments; and
a security interest in virtually all of the Debtor's personal
property.

The Debtor requires the use of cash collateral to preserve its
assets so as to maintain and maximize its value for the benefit of
all parties-in-interest.

The Debtor is prepared to discuss with its secured and unsecured
creditors the development of both a financial and operational
restructuring plan.

Plainfield, New Jersey-based Plainfield Apartments, LLC, filed for
Chapter 11 on Aug. 7, 2009 (Bankr. D. N.J. Case No. 09-30679).
Richard D. Trenk, Esq., at Trenk, DiPasquale, Webster, Della Fera
& Sodono, P.C., represents the Debtor in its restructuring
efforts.  In its petition, the Debtor listed total assets of
$14,181,853 and total debts of $17,587,846.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29, 2009 (Case No. 09-29666).


POLAROID CORP: Watch City Dev't to be Auctioned on Oct. 9
---------------------------------------------------------
Greg Turner at BostonHerald.com reports that Polaroid Corp.'s
former headquarters complex Watch City Development, a partnership
of bankrupt Polaroid Corp. and the Related Cos. of New York, will
be auctioned on October 9.

According to BostonHerald.com, lenders for the developer had
initially wanted to transform the 120-acre Watch City into a
sprawling office and retail development by 2010.  The lenders,
says the report, have taken control of the project and scheduled a
foreclosure sale.

Court documents say that one of the lenders hired Paul E.
Saperstein Co. to unload the property.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.

Polaroid Corp., together with 11 affiliates, filed voluntary
petitions for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

This was the Company's second bankruptcy filing.  The Company
first filed for bankruptcy on October 12, 2001 (Bankr. D. Del.
Lead Case No. 01-10864).

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PRODUCTION RESOURCE: S&P Gives Negative Outlook on 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Production Resource Group LLC to negative from stable.  Ratings on
the company, including the 'B-' corporate credit rating, were
affirmed.

"The rating action reflects PRG's weak operating performance and
repercussions for its liquidity amid tightening covenants,"
explained Standard & Poor's credit analyst Tulip Lim.  "We are
concerned that the company may violate financial covenants this
year and may not be able to afford an amendment given its weak
discretionary cash flow generation."

The 'B-' rating reflects PRG's high debt leverage, fragmented and
competitive end markets, high capital expenditure requirements for
growth, and limited liquidity.  New Windsor, New York-based PRG is
a provider of lighting, audio, video, and scenic equipment and
related services for live events and theatrical productions, with
locations around the world.

The company is exposed to the unpredictable nature of the concert
tour business, economic cyclicality, short average runs of
musicals and plays, and pricing pressure.  In the second quarter,
revenue and EBITDA decreased 18% and 8% because the recession has
affected revenue from corporate events, automotive shows,
installations, and the distribution businesses.

Credit market turmoil may stem acquisition activity in the near
term, but longer term, S&P believes that PRG will likely be very
acquisitive.  The company is using its existing business to become
a consolidator.  Most of its peers are relatively small, and
recent acquisitions have all been done with preferred equity that
does not pay a cash dividend.  Between July and December 2008, the
company made three acquisitions in different production niches,
meeting cash costs totaling roughly $31 million (excluding
assumption of minimal capital leases), with equity.  Pro forma for
acquisitions, lease-adjusted leverage was 5.5x for the 12 months
ended June 30, 2009.  Unadjusted interest coverage was 3.2x.  The
company continued to run a discretionary cash flow deficit for the
12 months ended June 30, 2009, and S&P is concerned that this
trend could continue.


PUREDEPTH INC: Maturity Date of K1W1 Notes Extended to June 2011
----------------------------------------------------------------
PureDepth Inc. on August 25, 2009, entered into an Amendment No. 2
to Convertible Promissory Notes, which amends each of the
Convertible Promissory Notes the Company issued to K One W One
Limited on February 4, 2008, March 14, 2008, July 4, 2008 and
August 12, 2008, respectively, pursuant to a 2008 Convertible Note
Purchase Agreement and a 2008 Security Agreement.

The Amendment restates and extends the maturity date of each of
the Notes to June 30, 2011.  It also provides for the conversion
of the notes at any time up to maturity at the volume-weighted
average price for the 10 days prior to the conversion date or
$0.15/share, whichever is lower.  All other terms and conditions
of the Notes and the Convertible Note Purchase Agreement and
Security Agreement, as amended, remain the same.

A copy of Amendment No. 2 to Convertible Promissory Notes is
available at no charge at http://ResearchArchives.com/t/s?4392

At April 30, 2009, PureDepth had $9,412,434 in total assets, and
$16,845,453 in total liabilities, resulting in $7,433,019 in
stockholders' deficit.

PureDepth, Inc., along with its wholly owned subsidiaries,
PureDepth Limited, PureDepth Incorporated Limited, PureDepth Japan
KK, and predecessor parent entity, Deep Video Imaging Limited,
develops, markets, licenses, and supports multi-layer display
technology.  The Company also sells prototype MLD-enabled display
devices and related components that it manufactures.  The
Company's technology has application in industries and markets
where LCD monitors and displays are utilized including location
based entertainment, computer monitors, telecommunications, mobile
phones and other hand held devices.


RAPID LINK: KBA Group Resigns as Independent Auditors
-----------------------------------------------------
Rapid Link, Incorporated, reports that on August 13, 2009, KBA
Group, LLP resigned as the Company's independent registered public
accounting firm.

Effective June 1, 2009, KBA Group, LLP, joined BKD, LLP.

Rapid Link said the audit report of KBA Group, LLP, on the
Company's financial statements for the years ended October 31,
2008, and October 31, 2007, expressed an unqualified opinion and
included an explanatory paragraph relating to the Company's
ability to continue as a going concern due to the Company's
negative working capital, significant losses and negative cash
flows.  The audit reports did not contain any other adverse
opinion or disclaimer of opinion or qualification.

During the Company's two most recent fiscal years and the period
from the end of the most recently completed fiscal year through
August 13, 2009, there were no disagreements with KBA Group, LLP,
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of KBA Group, LLP, would have caused
such entity to make reference to such disagreements in its
reports. During the Registrant's two most recent fiscal years and
through August 13, 2009, no reportable events (as described in
Item 304(a)(1)(v) of Regulation S-K) occurred that would be
required to be disclosed in this report.

The Company's Board of Directors has been notified of the
resignation and the reasons for the resignation of KBA Group, LLP
as the Company's independent registered accounting firm.

On June 27, 2009, Michael T. McGuane was terminated as Rapid
Link's Chief Financial Officer.  The Company's Chief Executive
Officer, Chris Canfield, acted as Chief Financial Officer after
the termination.

On August 5, 2009, Matt Liotta submitted his resignation as a
member of the Board of Directors of the Company pursuant to an
email correspondence to the Chairman of the Board in which he
wrote that the resignation was effective as of August 3, 2009.
The Company did not receive any communication regarding Mr.
Liotta's resignation prior to August 5, 2009.  Mr. Liotta has
served as one of the Company's directors since October 2008.   Mr.
Liotta did not hold any positions on any committee of the Board of
Directors at the time of his resignation.  To the Company's
knowledge, Mr. Liotta did not resign as a result of any
circumstances representing a disagreement with the Company.  Mr.
Liotta did not furnish the Company with any written correspondence
concerning the circumstances surrounding his resignation.

                         About Rapid Link

Rapid Link, Incorporated, and its subsidiaries have served as
facilities-based, communication companies providing various forms
of voice and data services to customers around the world.  Rapid
Link provides a multitude of communication services targeted to
small and medium sized businesses, as well as individual
consumers.  These services include the transmission of voice and
data traffic over public and private networks.  The Company also
sells foreign and domestic termination of voice traffic into the
wholesale market.

Rapid Link, Inc., reported $11,339,032 in total assets and
$16,527,587 in total liabilities, resulting in $5,188,555 in
stockholders' deficit as of April 30, 2009.  The Company has an
accumulated deficit of $55,126,284 as of April 30, 2009 as well as
a significant working capital deficit.  The Company said funding
of working capital deficit, current and future operating losses,
and expansion will require continuing capital investment, which
may not be available to it.  Although to date the Company has been
able to arrange debt facilities and equity financing, there can be
no assurance that sufficient debt or equity financing will
continue to be available in the future or that it will be
available on terms acceptable to the Company.


RATHGIBSON INC: Wins Court Nod for Creditor Vote on Plan
--------------------------------------------------------
Judge Christopher Sontchi has affirmed that the disclosure
statement submitted by RathGibson Inc. contains adequate
information necessary for creditors to make an informed judgment
on the proposed reorganization plan.

RathGibson will mail solicitation packages to creditors entitled
to vote on the Plan by September 4.  Ballots must be returned by
September 29.

The Court will begin hearings to consider confirmation of the Plan
on October 9.  Objections to confirmation are due September 29.

RathGibson negotiated the terms of its reorganization plan with
lenders prepetition.  Prior to filing, RathGibson and subsidiary
Greenville Tube Company entered into a Plan Support Agreement,
dated as of July 13, 2009, with holders of in excess of 73% of its
11.25% Senior Notes due 2014.

                         Terms of the Plan

Pursuant to the Plan, RathGibson's existing indebtedness in
respect of Senior Notes Claims in Class 4 -- estimated at
$209.2 million -- and Senior Note Guaranty Claims in Class 8 will
be cancelled and exchanged for New Common Stock in Reorganized
RathGibson, subject to dilution.  The Plan provides a 7% recovery
for Senior Notes Claims and Senior Note Guaranty Claims.

The New Common Stock will not be registered with the SEC or any
state securities regulatory authority and will not trade on any
exchange, or otherwise be publicly traded.  Reorganized RathGibson
will retain its Interests in Greenville.

Holders of Allowed Prepetition Secured Credit Agreement Claims,
estimated at $53.35 million, will be paid in full in cash.
Holders of Allowed General Unsecured Claim against RathGibson --
estimated at $13.1 million -- and Allowed General Unsecured Claim
against Greenville -- estimated at $2.0 million -- will receive
payment in full in Cash.

Holders of Existing Rath Securities Laws Claims in Class 6,
Existing Rath Interests in Class 7 and Existing Greenville
Securities Laws Claims in Class 10 get nothing.

The Debtors anticipate that the Plan Effective Date will occur
prior to November 10, 2009.

The Debtors intend to raise funds to satisfy certain payment
obligations under the Plan and the liquidity needs of the
Reorganized Debtors through the issuance, by Reorganized
RathGibson, of rights to acquire shares of New Common Stock
pursuant to the Rights Offering.  The Rights Offering is expected
to generate proceeds of up to $60 million.  The Debtors will enter
into agreements with certain consenting Noteholders to backstop
the Rights Offering and buy unsold shares.

The aggregate value of the New Common Stock is estimated at
$78.4 million based on the $105.0 million midpoint of the
estimated total enterprise value of the Reorganized Debtors, less
the estimated face amount of the Reorganized Debtors' net debt as
of the Effective Date of roughly $26.6 million.

The Debtors expect that an aggregate of 10,000,000 shares of New
Common Stock will be issued under the Plan.  Based on the
preceding estimate, immediately after the consummation of the
Plan, the ownership of Reorganized RathGibson will be:

                 Shares of
                 New Common Stock   Percent Ownership
                 ----------------   -----------------
   Class 4                               [___]%
                                         [___]%

   DIP Lenders                             7.5%
   Backstop Equity Investors            5% or 7.5%
                                       -----------
          Total                           100.0%

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

          http://ResearchArchives.com/t/s?3f58

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?3f57

A full-text copy of the Plan Support Agreement is available at no
charge at http://ResearchArchives.com/t/s?3f59

Debtor RGCH Holdings Corp., the parent company of RathGibson, and
RG Tube Holdings LLC, the ultimate parent, are not proponents of
the Plan.  The Plan will result in the deconsolidation of
RathGibson and Greenville from the RG Tube U.S. consolidated
group.

                       About RathGibson Inc.

Based in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


RED MOUNTAIN: Comerica Bank Opposes Use of Cash Collateral
----------------------------------------------------------
Red Mountain Machinery Company and Red Mountain Holdings, LLC, ask
the U.S. Bankruptcy Court for the District of Arizona for
authority to:

   -- use cash securing repayment of loan with Comerica Bank, as
      agent for certain lenders that include Comerica and GE
      Commercial Distribution Finance Corporation; and

   -- grant adequate protection to Comerica and the lenders.

The Debtors owe Comerica $33 million pursuant to a credit
agreement dated June 23, 2003, as amended.  Comerica claims that
all proceeds generated from the Debtors' use, sale, or lease of
the Debtors' equipment, constitutes Comerica's cash collateral.

The Debtors said that the use of cash collateral would prevent
immediate irreparable harm to its business.

Comerica, however, objected to the Debtors' use of cash
collateral, for these reasons:

   -- Comerica did not consent to the Debtors' proposed use of
      cash collateral;

   -- the Debtors' assertion that Comerica is adequately
      protected because the Debtors' will maintain and repair the
      equipment is not sufficient to provide Comerica with
      adequate protection;

   -- the Debtors' assertion that the Debtors' continued business
      Operation will adequately protect Comerica because Comerica
      will be granted replacement liens on any revenues generated
      from the use of the equipment is insufficient to compensate
      Comerica for the diminution in value of the equipment; and

   -- Comerica does not believe that the Debtors can achieve the
      revenue projections outlined in the budget.

Comerica also objected to the payment of Dave Gonzalez, the
Debtors' new CRO, and Polsinelli Shughart PC with Comerica's cash
collateral.

               About Red Mountain Machinery Company

Chandler, Arizona-based Red Mountain Machinery Company dba Red
Mountain Holdings, LLC, Red Mountain Pacific, LLC, and BTH, LLC,
and Red Mountain Holdings, LLC, filed for Chapter 11 on August 11,
2009 (Bankr. D. Ariz. Case Nos. 09-19166 and 09-19170).  Steven N.
Berger, Esq., at Engelman Berger, P.C., represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
assets and debts both ranging from $10,000,001 to $50,000,00


RESERVOIR CORPORATE: Files Chapter 11 Without Lawyer
----------------------------------------------------
Reservoir Corporate Group LLC filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the District of Connecticut,
in Bridgeport (Case No. 09-51706).  According to Bill Rochelle, no
lawyer's name appears on the petition submitted to the Court on
August 28.  The petition was written in hand and signed only by a
corporate officer.  Although individuals theoretically can proceed
through bankruptcy without a lawyer, companies cannot, Mr.
Rochelle notes.  The petition says assets and debt are each more
than $10 million.  Reservoir Corporate owns office buildings on
Research Drive in Shelton, Connecticut.


RIVER HEIGHTS MARINA: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: River Heights Marina, Inc.
        4455 66th Street East
        Inver Grove Heights, MN 55076

Bankruptcy Case No.: 09-35999

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Steven B. Nosek, Esq.
                  2855 Anthony Ln S, Ste 201
                  St Anthony, MN 55418
                  Tel: (612) 335-9171
                  Fax: (612) 789-2109
                  Email: snosek@visi.com

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

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

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

            http://bankrupt.com/misc/mnb09-35999.pdf

The petition was signed by Paul Harms, president of the Company.


SACINO & SONS: Blames Ch. 11 Bankruptcy on Economic Woes
--------------------------------------------------------
Sacino & Sons has filed for Chapter 11 bankruptcy protection,
listing 100,000 to $500,000 in assets and $1 million to
$10 million in debts owed to creditors that include the Sacino
family members who loaned the Company $1.26 million, Mark Albright
at St. Petersburg Times reports.

St. Petersburg Times quoted Sacino & Sons CEO Ron Sacino as
saying, "What had been a challenging business climate quickly
turned incredibly difficult after the stock market collapse last
fall.  We're a discretionary product, and people lost confidence
(in the economy).  We hope this filing gives us breathing room to
survive at least another seven years to reach our 100th
anniversary."  Mr. Sacino owns the Company with his brother Greg
and business partner Dan Santucci.

Sacino & Sons had 26 stores as far south as Miami in 2004, half of
them in high-rent regional malls.  The Company, says St. Peterburg
Times, has been pulling its stores out of malls and shedding
marginal stores since then, including four stores over the past
two weeks in Clearwater, Miami, and Tampa.  Three stores may close
as Sacino & Sons further contracts the boundaries of its
operations out of southwest Florida, the report states, citing Mr
Sacino.  Sacion & Sons will seek less expensive rental space, as
it did recently by moving its Tallahassee store back to its
original location, according to the report.

"Many of our landlords were unwilling to budge from charging their
highest rents, which drained our cash.  This filing will allow us
the latitude to renegotiate some leases and price them more in
line with today's economy," St. Petersburg Times quoted Mr. Sacino
as syaing.

According to St. Petersburg Times, Sacino & Sons' restoration
business isn't included in the bankruptcy filing.

Sacino & Sons is a family-owned formal wear chain that's been a
familiar name for generations of prom-, wedding- and quinceanera-
goers across Florida.  The 93-year-old St. Petersburg chain, which
rents and sells formal wear and business attire through a network
of 15 locations, employs 130 at its stores and its St. Petersburg
dry cleaning plant.  The Sacino brothers, along with Dan Santucci,
are the third generation to run the Company, which was founded by
their grandfather in 1916.


SACINO & SONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sacino & Sons, Inc.
           dba Sacino's Formalwear
        3430 Fairfield Ave. S.
        St. Petersburg, FL 33711

Bankruptcy Case No.: 09-19119

Chapter 11 Petition Date: August 28, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: rich@mcintyrefirm.com

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

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/flmb09-19119.pdf

The petition was signed by Ronald A. Sacino, president of the
Company.


SANTA MONICA MEDIA: Shareholders Vote to Liquidate Trust
--------------------------------------------------------
Santa Monica Media Corporation, a special purpose acquisition
company that completed its IPO in April 2007, held a special
meeting of its stockholders on August 27.  At the meeting
stockholders voted in favor of three proposals that allowed for
the continuation of the existence of the corporation as well as
for the distribution of the trust proceeds to the stockholders
holding shares of its common stock issued in its initial public
offering.

There were 14,540,179 common shares present at the meeting
represented by proxy, which is 90.7% of the total outstanding
shares. Proposal Number One, to permit the continuance of the
Company as a corporation without the restrictions relating to
blank check companies, was approved by a vote of 13,096,144 for
and 1,444,035 against the Proposal.  Proposal Number Two
authorized the Company to enter into an agreement to amend the
trust agreement to permit the distribution of assets to holders of
IPO Shares. The Proposal was approved by a vote of 13,792,064 for
(including 10,599,491 IPO Shares) and 748,115 against.  Proposal
Number Three, to permit the Company to distribute the assets of
the trust account to the holders of IPO Shares, was approved by a
vote of 13,952,479 for and 587,700 against.

The liquidation value of the trust account is $100,724,231,
therefore the holders of record as of August 5, 2009 will receive
approximately $8.06 per IPO Share held.  Distributions are
expected to be made as soon as practicable.

                     About Santa Monica Media

Santa Monica Media Corporation (NYSE AMEX: MEJ) (NYSE AMEX: MEJ.U)
(NYSE AMEX: MEJ.WS) was a blank check company organized for the
purpose of acquiring one or more operating businesses in the
communications, media, gaming or entertainment industry. As a
result of the stockholders meeting, the Company will continue to
seek acquisitions but without the restrictions applicable to
special purpose acquisition companies.


SMURFIT-STONE: Assumes 100+ Unexpired Leases
--------------------------------------------
Smurfit-Stone Container Corp. and its affiliates sought and
obtained authority from the Court to assume more than 100
unexpired leases of nonresidential real property pursuant to
Section 365 of the Bankruptcy Code.

Before the Court entered its order, Realty Associates Fund VI
L.P., Realty Southwest Limited Partnership, and Anne Sconberg, as
trustee of the 2003 Anne Sconberg Revocable Trust, and Silver
Creek Yuba I LLC filed separate objections, which generally
objected to the proposed cure amounts of their contracts.

However, Judge Shannon overruled the objections.

A list of the Leases, along with the names of counterparties and
the cure amounts is available for free at:

          http://bankrupt.com/misc/Smurf100+AsLeases.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Caspian Wants Equity Holders Committee
-----------------------------------------------------
Caspian Capital Advisors ask the Court to appoint an official
committee of equity security holders in Smurfit-Stone Container
Corp.'s Chapter 11 cases.

Caspian Capital is an investment manager on behalf of certain
entities and currently holds approximately 665,000 shares of 7%
Series A Preferred Stock of Smurfit-Stone Container Corporation,
which represents in excess of 14% of the issued and outstanding
Preferred Stock, Christopher P. Simon, Esq., at Cross & Simon
LLC, in Wilmington, Delaware, relates.

Pursuant to publicly available information, the shareholders are
likely to be the fulcrum class in the Chapter 11 cases,
especially if there is someone at the negotiation table to
represent their interests, Mr. Simon tells the Court.  He notes
that the Debtors' financial outlook is improving, therefore they
cannot be said to be hopelessly insolvent.

"On the contrary, the Debtors' shareholders are economic parties
of interest in these cases," Mr. Simon says.

By appointing an Equity Committee, Mr. Simon contends that
shareholders can be represented from the inception of a plan of
reorganization in the Debtors' Chapter 11 cases.  He says that it
would be grossly unjust to permit the Debtors to come up with a
plan of reorganization without the input of shareholders.

For these reasons, Caspian asserts that the Court should appoint
an Equity Committee.

Mr. Simon relates that Caspian asked the United States Trustee
for the District of Delaware to appoint an Equity Committee by
letter on August 7, 2009.  However, the U.S. Trustee has not yet
responded formally to the request.

Caspian is not seeking to preempt the decision of the U.S.
Trustee, Mr. Simon says.  Instead, Caspian "seeks to balance the
U.S. Trustee's need to analyze its request with its need to move
timely for adequate representation."

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Court OKs Sale of Timberlands to Societe
-------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates obtained the
Court's approval to sell 962,204 acres of timberlands in Quebec,
Canada to Societe Generale de Finacement du Quebec, free and clear
of liens and encumbrances, and to assume and assign certain
executory contracts and unexpired leases to the SGF.

The Timberlands are the largest privately-owned harvestable land
in Quebec.

The Debtors propose to pay all related transaction costs,
including C$1,250,000 to Scotia Capital, Inc., which was retained
by the Debtors to market the Timberlands before the Petition
Date.

Furthermore, the Debtors seek the Court's approval to do business
with AbitibiBowater, Inc., which includes:

  -- sharing 50% the Sale proceeds, which will amount to
     approximately C$28,000,000, in consideration for Abitibi's
     consensual release of certain property rights relating to
     the Timberlands and Abitibi's agreement to continue
     supplying wood fiber to Smurfit-Stone Container Canada Inc.
     paper mill in La Tuque, Quebec;

  -- entering into a wood fiber supply agreement; and

  -- rejecting existing wood supply agreements.

In early 2008, the Debtors began to consider their strategic
alternatives with respect to the Timberlands, which are not
necessary for their ongoing operations, James F. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois, relates.

Following a comprehensive marketing and sales process, the
Debtors agreed to sell the Timberland Assets, which include all
of the assets and operations that are currently located on the
Timberlands except for the La Tuque Mill, to SGF for C$60,400,000
pursuant to an asset purchase agreement.

One of the conditions precedent that the Debtors must satisfy
under the Asset Purchase Agreement is a requirement that the
existing cutting and harvesting agreements between the Debtors
and Abitibi in connection with the Timberlands be terminated and
that Abitibi release the Debtors from all obligations going
forward, Mr. Conlan tells the Court.

Accordingly, the Debtors engaged in good faith negotiations with
Abitibi that have resulted in an agreement between the parties.

Mr. Conlan asserts that the Debtors must be allowed to sell the
Timberland Assets to SGF and to enter into the Wood Fiber Supply
Agreement with Abitibi because the Debtors will dispose of non-
core assets that are not necessary to their ongoing operations
and will use the remaining portion of the sale proceeds, after
sharing proceeds with Abitibi, to pay down postpetition secured
debt.

With regard to Scotia Capital's payment, Mr. Conlan notes that
Scotia Capital's extensive marketing process has ensured that the
Debtors will receive fair and reasonable consideration for the
Timberland Assets while eliminating the operating costs.

For the Wood Fiber Supply Agreement, Mr. Conlan submits that it
will ensure that SSC Canada has a continuous, reliable source for
softwood chips, shavings and sawdust, which are essential inputs
for the La Tuque Mil, at competitive prices.  The Debtors believe
that if the Wood Fiber Supply Agreement is not consummated, it is
unlikely that SSC Canada will be able to negotiate a long-term
contract to purchase fiber from Abitibi on terms as favorable as
those that would be available under the Wood Fiber Supply
Agreement.

Abitibi currently supplies 60% of the sawdust required by the La
Tuque Mill.  Based on a comprehensive analysis by the Debtors,
Mr. Conlan says, it appears that without the Wood Fiber Supply
Agreement, (i) the La Tuque Mill's fiber costs would increase by
approximately $9,000,000 per year because of the substitution of
sawdust with higher cost fiber and (ii) the mill's pulping
capacity would be reduced by approximately 50 metric tons per
day.

As a result, Mr. Conlan explains, the additional costs and lost
productivity that would be incurred in the absence of the Wood
Fiber Supply Agreement would be significantly greater than the
proceeds of the Proposed Sale that the Debtors intend to share
with Abitibi.

The Debtors have engaged the legal and financial advisors of the
Official Committee of Unsecured Creditors as they negotiated the
terms of the Proposed Sale with SGF and the related transactions
with Abitibi, and the Committee has no objections, Mr. Conlan
tells the Court.  He adds that the Debtors' request is supported
by Deloitte & Touche, Inc., the CCAA monitor.

The Cross-Border Debtors have also sought approval of the
Proposed Sale from the Honorable Justice J. Pepall at the
Superior Court of Justice (Commercial List) for the Province of
Ontario, in Canada, who has scheduled a hearing for August 17,
2009, to consider approval of the Proposed Sale and related
transactions.

                          ARI's Objection

Automotive Rentals, Inc., and ARI Financial Services, Inc. ask
the Court to deny the Debtors' request because, in relation to
the sale of 962,204 acres of timberlands in Quebec, Canada to
Societe Generale de Finacement du Quebec, the Debtors also
propose to assume and assign four motor vehicle leases from ARI,
and ARI objects to the proposed cure amounts of the Vehicle
Leases.

John V. Fiorella, Esq., at Archer & Greiner PC, in Wilmington,
Delaware, notes that the schedule of cure amounts attached by the
Debtors to their request reflects that no cure amounts are due to
ARI.  However, he contends that ARI's records reflect that the
correct cure amounts for the four leases aggregate $2,539.

                         *     *     *

The Court has approved the Debtors' request to sell the
Timberlands to Societe Generale de Finacement du Quebec and pay
the cure amounts of the contracts associated with the sale, a
list of which may be accessed for free at:

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

ARI's revised cure claim aggregates $2,527.

In a separate order, the Court authorized the Debtors to file
documents considered "confidential" in connection with Sale under
seal after the Debtors certified that there were no objections as
of August 13, 2009.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: May Close Two Plants This Month
----------------------------------------------
A Smurfit-Stone plant in Ontonagon, Michigan, may be closing down
possibly as early as September 15, 2009, UpperMichigansSource.com
reports, citing an unnamed union official as its source.

According to the report, the union official said he was told of
the impending shutdown at a meeting with company officials.

UpperMichigansSource.com said Smurfit's spokesman, Mike Mullen,
confirmed the news saying the mill shutdown is market-related.
There's no word on how long the shutdown will last.

Eric Gershon of The Hartford Courant, Connecticut, reported in
early August that Smurfit-Stone said it plans to close a Portland
cardboard box manufacturing plant that employs 93 people.

The plant is expected to shut down also in September, said the
report.  Nearly all of the Portland employees -- 23 salaried and
70 hourly -- will be laid off, a company spokeswoman said, notes
the Courant.

Closing the Portland plant is intended to help Smurfit-Stone "run
more efficiently," company spokeswoman Lisa Esneault said,
according to Mr. Gershon.  The plant's work will be transferred
to another company operation in Mansfield, Mass.  Smurfit-Stone
does not have other operations in Connecticut.

The report further noted that dismissed workers will receive
severance.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: To Share Operational Plan to Committee Sept. 14
--------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates' exclusive plan
filing period was originally set to expire May 26, 2009, and their
Plan Solicitation Period July 25, 2009.  Subsequently, the
Exclusive Periods were extended by the Court to September 23,
2009, for filing a plan, and November 23, 2009, to solicit and
obtain acceptances of that plan.

By this motion, the Debtors ask that the Current Filing Period be
further extended through and including January 21, 2010, and the
Current Solicitation Period through and including March 23, 2010.
The Debtors also ask that the extensions be without prejudice to
their right to seek additional extensions.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, contends that the Debtors have focused substantial time
and effort to stabilize their operations in a very difficult and
uncertain economic environment while also ensuring a smooth
transition into Chapter 11, which includes obtaining final
approval of the DIP Facility.

Mr. Conlan further notes that the Debtors have also spent
considerable time and extensive resources coordinating with their
affiliates in Canada regarding CCAA proceedings and the
implementation of a cross-border insolvency protocol.

"The Debtors have not been dilatory in these cases.  Rather, the
Debtors have worked expeditiously to address critical issues and
move these cases forward," Mr. Conlan submits.  He notes that the
Debtors have substantially completed developing a long-term
operational plan, which has already been shared with the advisors
of the Official Committee of Unsecured Creditors and will be
shared with the entire Committee on September 14, 2009.

The Operational Plan, along with tax, pension and other
considerations, will form the basis for discussions regarding the
Debtors' plan of reorganization.

Additionally, with the claims bar date coming in the immediate
future, the Debtors will actively undertake their claims
reconciliation process, which will provide an important stepping
stone to the development of a Plan, Mr. Conlan tells the Court.
He points out that an extension of the current Exclusivity
Periods will allow the reconciliation process to continue in an
orderly fashion.

Courts considering whether to extend a debtor's exclusive periods
may also assess whether the debtor is paying its debts when they
come due.  Mr. Conlan tells the Court that together with funds on
hand as of the Petition Date, funds generated through the
Debtors' regular business operations and the $750 million DIP
Facility, the Debtors have sufficient liquidity to pay, and are
paying, their undisputed postpetition obligations as the debts
come due.

As of June 30, 2009, the Debtors had approximately $584.4 million
in cash on hand and the Debtors believe they will have sufficient
cash to fund their Chapter 11 cases.

Mr. Conlan asserts that the Debtors are not seeking the extension
to delay administration of the Chapter 11 cases or to exert
pressure on their creditors but to maintain a framework conducive
to an orderly, efficient and cost-effective restructuring
process.  He notes that the Debtors' Chapter 11 cases have been
pending for just seven months and the Debtors have accomplished a
substantial amount in a relatively short period of time.

In light of the relatively short duration and complexity of the
Chapter 11 Cases and the progress that the Debtors have made, the
Debtors submit that an extension of the Current Exclusive Periods
is warranted.

Mr. Conlan points out that if the Court were to deny the Debtors'
request, any party-in-interest would be free to propose a plan of
reorganization for each of the Debtors, denying the Debtors a
fair opportunity to formulate and negotiate a confirmable plan of
reorganization.  He argues that the result would not advance the
rehabilitative objectives of the Chapter 11 process and would be
destabilizing, potentially fostering a chaotic environment at the
very time the Debtors are focusing their efforts on a successful
reorganization of their businesses.

Judge Shannon will convene a hearing on September 9, 2009, at
2:00 p.m., to consider the Debtors' request.  Any objection must
be filed not later than 10:00 a.m., on September 2.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SEASCAPE PROPERTY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Seascape Property Ltd
        26478 Ynez Road
        Temecula, CA 92591

Bankruptcy Case No.: 09-30170

Chapter 11 Petition Date: August 28, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 West C Street, Ste 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245

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

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

The Debtor identified Celli Geyer with a disputed trade debt claim
for an unknown amount as its largest unsecured creditor.  A full-
text copy of the Debtor's petition, including a list of its
largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/cacb09-30170.pdf

The petition was signed Kevin Tucker, president of the Company.


SIX TAYLOR: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Six Taylor, LLC
        1013 Alpine
        Midland, TX 79703

Bankruptcy Case No.: 09-70233

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Judge: Craig A. Gargotta

Debtor's Counsel: Wiley France James III, Esq.
                  James & Haugland, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440
                  Email: wjames@jghpc.com

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

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

According to the schedules, the Company has assets of at least
$407,911, and total debts of $8,259,409.

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

             http://bankrupt.com/misc/txwb09-70233.pdf

The petition was signed by Randall J. Taylor, member of the
Company.


SPANSION INC: U.S. ITC to Consider Samsung Infringement Claim
-------------------------------------------------------------
The U.S. International Trade Commission said August 28 that it has
voted to institute an investigation of certain flash memory and
products containing same.  The products at issue in this
investigation are flash memory chips and products such as GPS
devices, routers, and network storage products that contain flash
memory chips.

The investigation is based on a complaint filed by Samsung
Electronics Co., Ltd., of Korea, on July 31, 2009.  The complaint
alleges violations of section 337 of the Tariff Act of 1930 in the
importation into the United States and sale of certain flash
memory and products containing same that infringe patents asserted
by Samsung.  The complainant requests that the USITC issue an
exclusion order and cease and desist orders.

The USITC has identified these parties as respondents in the
investigation:

   * Spansion, Inc., of Sunnyvale, CA;
   * Spansion LLC of Sunnyvale, CA;
   * Spansion Japan Limited of Japan;
   * Alpine Electronics, Inc., of Japan;
   * Alpine Electronics of America, Inc., of Torrance, CA;
   * D-Link Corporation of Taiwan;
   * D-Link Systems, Inc., of Fountain View, CA;
   * Slacker, Inc., of San Diego, CA;
   * Synology Inc., of Taiwan;
   * Synology North American Corp. of Redmond, WA;
   * Shenzhen Egreat Co., Ltd., of China; and
   * Appro International, Inc., of Milipitas, CA.

By instituting this investigation (337-TA-685), the USITC has not
yet made any decision on the merits of the case.  The USITC's
Chief Administrative Law Judge will assign the case to one of the
USITC's six administrative law judges (ALJ), who will schedule and
hold an evidentiary hearing. The ALJ will make an initial
determination as to whether there is a violation of section 337;
that initial determination is subject to review by the Commission.

The USITC will make a final determination in the investigation at
the earliest practicable time. Within 45 days after institution of
the investigation, the USITC will set a target date for completing
the investigation. USITC remedial orders in section 337 cases are
effective when issued and become final 60 days after issuance
unless disapproved for policy reasons by the U.S. Trade
Representative within that 60-day period.

                        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: Apple Opposes Rejection of Letter Agreement
---------------------------------------------------------
Spansion Inc. entered into a Letter Agreement with Apple Inc.,
pursuant to which Spansion agreed to dismiss Apple from a
complaint it filed with the International Trade Commission.
However, in a motion filed with the Court, the Debtors sought to
reject the Letter Agreement asserting that Spansion's relationship
with Apple is not sufficiently profitable to justify dismissal in
the ITC Action.

In response, Apple Inc., tells the Court that although Spansion's
goal of licensing its patent portfolio to other memory
manufacturers is legitimate and proper, it is senseless to pursue
that goal in a way that destroys valuable customer relationships
and creates barriers to Spansion's participation in lucrative
component supply chain.  According to Apple, the patent
infringement dispute is solely between Samsung Electronics Co.,
Ltd., and Spansion and has nothing to do with itself.

Apple asserts that because rejection of the Letter Agreement is
based upon a faulty legal premise and confers no benefit on the
estate, the Court should deny the request and prevent the Debtors
from "shooting themselves in the foot."

n November 2008, the Debtors filed a patent infringement
complaint against Samsung Electronics Co., Ltd., with the ITC
seeking the exclusion from the United States market of more than
one hundred million mp3 players, cell phones, digital cameras and
other consumer electronic devices containing Samsung's flash
memory components.  In the ITC Action, the Debtors named
downstream users of Samsung's infringing devices, including
Apple.

Apple previously agreed that Spansion will remain its primary
supplier, in exchange for the dismissal of the ITC Action against
it.  However, the Debtors have determined that the Agreement is
no longer in the best interest of their estates and should be
rejected arguing that their business relationship with Apple is
not sufficiently profitable to justify dismissal of the ITC
Action.

                    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: King & Spalding Bills $1.40 Mil. for June-July Work
-----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, the
Professionals retained or employed in Spansion Inc.'s Chapter 11
cases seek payment of their fees and reimbursement of their
expenses:

A. Debtors' Professionals

Professional                 Period          Fees      Expenses
------------                 ------          ----      --------
Gordian Group LLC           07/01/09-
                             07/31/09      $75,000        $8,354

Duane Morris LLP            07/01/09-
                             07/31/09       98,308         1,547

Wilson Sonsini Goodrich     06/01/09-
& Rosati, P.C.              07/31/09       23,225             0

Baker & McKenzie LLP        07/01/09-
                             07/31/09       86,103         3,074

Latham & Watkins LLP        07/01/09-
                             07/31/09      966,747        30,859

Sitrick and Company Inc.    07/01/09-
                             07/31/09          720             0

KPMG LLP                    07/01/09-
                             07/31/09       62,465           623

Ernst & Young LLP           07/01/09-
                             07/31/09      165,045           146

King & Spalding LLP         03/01/09-
                             03/31/09       23,958             0

King & Spalding LLP         06/01/09-
                             07/31/09    1,397,144        29,058

Morrison & Foerster LLP     06/01/09-
                             07/31/09      399,665        19,435

Ernst & Young serves as the Debtors' independent auditors.  KPMG
serves as the Debtors' financial advisor.  Latham serves as
counsel to the Debtors.  King & Spalding serves as the Debtors'
special litigation counsel.  Baker & McKenzie serves as the
Debtors' counsel.  Gordian Group serves as the financial advisor
to the Debtors.  Duane Morris serves as the Debtors' counsel.
Sitrick serves as the Debtors' corporate communications
consultants.  Morrison and Foerster serves as the Debtors'
special counsel.

The Debtors had submitted with the Court certifications of no
objections as to the monthly fee applications of their
professionals.  Pursuant to the order of the Court Establishing
Procedures for Interim Compensation, the Court held that the
Debtors may pay Duane Morris LLP 80% of the fees or $54,096, and
100% of expenses or $1,625, for the period from June 1 through
June 30, 2009.

B. Professionals of the Official Committee of Unsecured Creditors

Professional              Period             Fees      Expenses
------------              ------             ----      --------
Young Conaway Stargatt  07/01/09-
& Taylor, LLP           07/31/09           $9,050          $712

FTI Consulting, Inc.    07/01/09-
                        07/31/09         $150,000         1,092

Young Conaway serves as the Committee's co-counsel.  FTI serves
as the Committee's financial advisor.

The Committee said it has received no objections with respect its
professionals' fee applications for the period from June 1
through June 30, 2009.  Accordingly, the Debtors may reimburse
members of the Committee $698 without further Court order.

                     Fee Auditor's' Report

Warren H. Smith & Associates, P.C., in its capacity as fee
auditor of the Debtors, submitted with the Court its final report
regarding the expense of the members of the Official Committee of
Unsecured Creditors and FTI Consulting, Inc.  The Fee Auditor
recommends that the Committee members and FTI be paid:

                                   Recommended       Recommended
Professional          Period           Fees            Expenses
------------         --------      -----------       -----------
Committee Members    03/12/09-
                      04/30/09               $-           $5,472

FTI Consulting, Inc. 03/12/09-         440,000          $20,685
                      05/31/09

The Committee members' fees reflect a reduction of $91.  FTI
Consul ting's fees represent a reduction of $577.

                    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: Wants Dec. 1 Extension for Removal Period
-------------------------------------------------------
Pursuant to Rule 9006(b)(1) of the Federal Rules of Bankruptcy
Procedure, Spansion Inc. and its affiliates ask the Bankruptcy
Court to further extend their deadline to file notices of removal
of civil actions through December 1, 2009.

The Debtors tell the Court that since the Petition Date, their
attention has been primarily dedicated to reorganizing their
business operations.  The Debtors add that additional significant
resources have been devoted toward satisfying the numerous
requirements of the Bankruptcy Code, the Bankruptcy Rules and the
Office of the U.S. Trustee, including preparing schedules of
assets and liabilities, producing financial reports, retaining
professionals, responding to vendor and creditor inquiries, and
administering their estates.  As a result, the Debtors note, they
have not yet had an opportunity to determine whether removal of
any given Action is appropriate.

A hearing will be held on September 22, 2009, to consider, among
other things, the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Debtors' deadline to remove actions is automatically
extended until the conclusion of that hearing.

                    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.


SPECTRUM BRANDS: New Stock to Begin Trading on September 1
----------------------------------------------------------
Spectrum Brands announced August 31 that it has received
notification from the Financial Industry Regulatory Authority that
its newly issued shares will be quoted on the OTC Bulletin Board
and the Pink Sheet Electronic Quotation Service effective
September 1, 2009 under the ticker "SPEB" once the distribution of
shares has been completed.

Spectrum Brands exited from bankruptcy protection on August 28,
2009 and is distributing approximately 30 million shares of its
new common stock to holders of allowed claims with respect to its
bonds and to the supplemental and sub-supplemental lenders of its
Debtor-in-Possession financing on August 31, 2009.

"We are excited to begin this new era of Spectrum Brands with a
stronger balance sheet and positive momentum in many of our key
brands," said Kent Hussey, CEO of Spectrum Brands.

The old common stock has been cancelled. No distributions were
made or will be made to holders of the old equity.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


SPECTRUM BRANDS: GECC Led $197MM Revolver for Exit Financing
------------------------------------------------------------
GE Capital, Restructuring Finance led a $197 million revolving
credit facility as part of a $242 million plan of reorganization
financing for Spectrum Brands, according to an August 31
statement.

The loan refinances an existing debtor-in-possession facility, and
supports Spectrum's exit from bankruptcy and their ongoing working
capital needs. GE Capital Markets served as joint-lead arranger on
the revolver. GE also provided interest rate risk management
products and services.

Based in Atlanta, Georgia, Spectrum Brands, Inc., is a leading
supplier of batteries, lawn and garden care products, specialty
pet supplies and personal care products. Spectrum supplies
millions of retail stores worldwide with brands including Rayovac,
Remington and Cutter.

"This is an important time for Spectrum Brands as we exit from
chapter 11 a financially stronger company," said Tony Genito,
executive vice president and CFO of Spectrum Brands. "We are
pleased that as part of this process, GE Capital provided the
liquidity we needed to successfully complete our financial
restructuring."

"Providing capital to companies seeking to reenergize their
business is our specialty," said Rob McMahon, managing director of
GE Capital, Restructuring Finance. "Working together with business
leaders and their advisors, we use our restructuring finance
knowledge to provide clients with smarter liquidity."

            About GE Capital, Restructuring Finance

GE Capital, Restructuring Finance is a leading provider of senior
secured loans to distressed companies supporting Chapter 11
filings, plan-of-reorganizations and out-of-court restructurings.

                         About GE Capital

GE Capital offers consumers and businesses around the globe an
array of financial products and services. GE (NYSE: GE - News) is
Imagination at Work - a diversified technology, media and
financial services company focused on solving some of the world's
toughest problems. For more information, visit the company's Web
site at ge.com.

                       About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
Spectrum Brands emerged from bankruptcy.

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


STATION CASINOS: U.S. Trustee Amends Creditors' Committee
---------------------------------------------------------
Sara L. Kistler, Acting United States Trustee for Region 17,
amended the list of members in the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Station Casinos,
Inc., and its debtor affiliates, to replace Oaktree Capital
Management, L.P., with Wilmington Trust Company.

The Creditors' Committee is now composed of:

(1) Law Debenture Trust Company of New York, as Trustee
     400 Madison Avenue #4
     New York, NY 10017

     Represented by:
     Richard Hiersteiner
     Edwards Angell Palmer & Dodge, LLP
     111 Huntington Avenue
     Boston, MA 02199

(2) Wilmington Trust Company
     Steven Cimalore
     1100 North Market Street, Rodney Square North
     Wilmington, DE 19890

     Represented by:
     Kristophor M. Hansen, Esq.
     Stroock & Stroock & Lavan
     180 Malden Lane
     New York NY 10038

(3) Western Asset Management Company

     Represented by:
     Chris Jacobs
     385 E. Colorado Blvd.
     Pasadena, CA 91101

(4) Fidelity Management & Research Company

     Represented by:
     Nate Van Duzer
     82 Devonshire Street, V13H
     Boston, MA 02109

(5) Serengeti Asset Management, LP

     Represented by:
     Kevin Linker
     632 Broadway, 12th Floor
     New York, NY 10012

The five Committee members are listed as the Debtors' 20 largest
creditors holding claims with unstated amounts relating to notes.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Various Parties Object to Cash Collateral Use
--------------------------------------------------------------
The Bankruptcy Court previously granted Station Casinos Inc.
approval to use cash collateral on an interim basis pending final
hearing on the motion to be held on September 2,
2009, at 9:30 a.m. (Pacific Time).

The Court also approved the terms of the stipulation entered into
between Debtor FCP PropCo, LLC, and the Mortgage Lenders.  Subject
to the terms in the Stipulation and Budget, FCP PropCo is
authorized to use Cash Collateral on an interim basis pursuant to
Rule 4001(b) of the Federal Rules of Bankruptcy Procedure and
Local Rule 4001(b) until the earlier of (1) the expiration of the
13-week period set forth in the Budget or (2) the occurrence of a
Termination Event.

A full-text copy of the Budget for the period from July 30 to
October 23, 2009, is available for free at:

      http://bankrupt.com/misc/SC_CashColl_Jul31Budget.pdf

FCP PropCo is authorized immediately to use Master Lease payments
as necessary to satisfy its ongoing obligations under the
Mortgage Loan Agreement and to pay its other operating expenses,
subject to the terms set forth in the Stipulation and 12 Budget.

               Lenders & Creditors' Committee Object

(a) Independent Lenders

In a supplemental objection, the Independent Lenders -- Bank of
Hawaii; Bank of Nevada; BNP Paribas; First Tennessee Bank
National Association; General Electric Capital Corporation;
Genesis CLO; Natixis, Castlerigg Master Investments Ltd.; Trust
Company of the West; The Bank of Nova Scotia; Union Bank, N.A.;
and U.S. Bank National Association -- continue to believe that
Deutsche Bank Trust Company Americas, in its capacity as Agent
under the $900 million senior secured "OpCo" loan, is hopelessly
conflicted due to its massive holdings in the "PropCo" loan, and
is not properly representing the interests of the OpCo lenders.

However, the Independent Lenders recognize that, from the Court's
perspective, consent to use cash collateral has been granted, and
the Independent Lenders' issues with Deutsche Bank are an
"intramural dispute."

The Independent Lenders reserve all their rights with respect to
their disputes with Deutsche Bank, and intend to pursue them at
the appropriate time and place.  Similarly, while the Independent
Lenders continue to maintain that the cash collateral and DIP
financing arrangement drain cash from the OpCo structure to
improperly subsidize the insolvent PropCo and LandCo structures,
the Independent Lenders recognize the Court's view that those
expenditures have been consented to by Deutsche Bank.

TCW High Income Partners, LTD, a holder of senior secured "OpCO"
bank debt of Debtor Station Casinos, Inc., support the
supplemental objection raised by the Independent Lenders.

(b) Natixis

Natixis, a member of the "Independent Lenders" group, separately
objects to the Cash Collateral Motion on the grounds that its
interest in Debtors' cash collateral is not adequately protected.

Counsel for Natixis, Jeffrey L. Hartman, Esq., at Reed Smith,
LLP, in Reno Nevada, complains to the Court that Deutsche Bank
seeks to prejudice Natixis' rights in the Chapter 11 cases based
on Natixis' rightful decision not to fund Debtor Station Casino,
Inc.'s credit request in December 2008.

Natixis says it is aware that the Independent Lenders filed a
joint Objection to Debtors' Cash Collateral Motion.  However,
Natixis files a separate objection to address the additional
conflict between Natixis and Deutsche Bank, further showing that
Debtors' Cash Collateral Motion is no more than a continued
attempt to advance Deutsche Bank's interests to the detriment of
Natixis and the other Independent Lenders.

(c) Official Committee of Unsecured Creditors

The Official Committee of Unsecured Creditors objects to the
stipulation for adequate protection and use of cash collateral
with respect to secured loans to Debtor FCP PropCo, LLC.  The
Creditors' Committee asserts that the Stipulation attempts to
provide the Mortgage Lenders and Deutsche Bank with a complete
whitewash of their liens and claims and protection from other
challenges seeking to recharacterize the Master Lease.

Counsel to the Committee, Anne M. Loraditch, Esq., at Greenberg
Traurig, LLP, in Las Vegas, Nevada, argues that given the
Debtors' own attempts to investigate whether the transactions
that gave rise to the liens and agreements are subject to
challenge, the whitewash provisions and other challenge
protections in the PropCo Stipulation are especially
inappropriate and are an affront to the equitable principles that
underlie the bankruptcy process.

The PropCo Stipulation fails to preserve Station Casinos, Inc.'s
ability to obtain flowback portions of the payments made under
the Master Lease, Ms. Loraditch further argues.  Moreover, she
asserts that the PropCo Stipulation is objectionable because it
fails to provide the Committee with the right to review the
budget and periodic financial reports and contains a provision
that inconsistent with the Bankruptcy Code and is not available
as a form of adequate protection.

      Deutsche Bank, et al., File Statements of Support

Deutsche Bank Trust Company Americas, German American Capital
Corporation, as Collateral Agent for itself, and JP Morgan Chase
as lenders to debtor FCP PropCo LLC, as well as on behalf of the
other Deutsche Bank-affiliated entities, do not object to any of
the motions before the Court or to the continuation of the orders
hitherto entered on an interim basis as final orders.

Based on prior filings and oral remarks to the Court, Deutsche
Bank believes that certain parties will object to the fact that
cash of the Debtors is being used to continue payments on the
Master Lease and the Land Loan.

In the first instance, of course, how the Debtors choose to use
their funds is a question of the Debtors' business judgment,
counsel to Deutsche Bank entities, Jennifer A. Smith, Esq., at
Lionel Sawyer & Collins, in Reno, Nevada, asserts.  Unless the
rights of an objecting party have been violated, which is not the
case here, that business judgment is not lightly to be disturbed,
Ms. Smith further asserts.

One opposition filed by certain Dissenting Lenders within the
OpCo bank group complain about the use of OpCo's cash collateral
to pay amounts with respect to PropCo or the Land Loan, which the
Dissenting Lenders cast as an inappropriate use of OpCo Lenders'
cash collateral.  However, Ms. Smith argues that an examination
of the budget attached to the Interim OpCo Cash Collateral Order
makes it clear that during the 13-week budget period, no cash
collateral of the OpCo Lenders is being used for rent payments to
PropCo or for interest on Land Loan, and in fact no net OpCo
Lender cash collateral is being used at all.  Given that no OpCo
cash collateral is being used to pay the items about which the
Dissenting Lenders complain, Ms. Smith avers that this is simply
a situation in which a debtor is using its property in the
ordinary course of business, as expressly permitted and indeed
contemplated by Section 363(c) of the Bankruptcy Code.

During an oral argument held on August 5, 2009, in connection
with the interim cash collateral order in the PropCo case,
counsel to certain OpCo bondholders suggested that the Master
Lease payment should be subject to some required "flowback" to
OpCo, in accordance with prepetition practice.  No legal basis
was presented for the suggestion, and there is none, says Ms.
Smith.  There is no basis for a bankrupt company which is
underwater on its debt to pay shareholder dividends during the
course of its bankruptcy case, Ms. Smith argues.

It is further noteworthy that the Interim and proposed Final
PropCo Cash Collateral Orders provide significant advantages to
the Debtors, Ms Smith says.  Under those Orders, cash at PropCo
will not only be paid used to pay debt obligations at PropCo,
subject to a reservation of rights as to application, but will
also be used to defray certain PropCo expenses, including
professional fees related to PropCo which PropCo Lenders could
very plausibly argue are not being expended to benefit their
collateral, and thus would not otherwise be chargeable under
Section 506(c).  These Cash Collateral Orders, accordingly,
reflects a compromise and an effort by the parties to have the
Cases proceed on a consensual basis in the interests of reaching
a rapid resolution.  Together with the other interim orders set
for final hearing, the PropCo Cash Collateral Order should be
approved on a final basis.

In a separate filing, Deutsche Bank says it supports the Debtors'
Cash Collateral Motion.

Deutsche Bank relates that majority of the Lenders have expressed
their will.  Indeed, Lenders 11 holding 70.3% of the outstanding
loans and letters of credit under the Prepetition Loan Agreement
have specifically consented to the use of Cash Collateral in
accordance with the Cash Collateral Order, and no amount of false
and misleading accusations can change that, Deutsche Bank avers.

In a declaration submitted to the Court, Christopher J. Young, an
associate of Deutsche Bank Securities, Inc., tells the Court that
in January 2009, the Steering Committee was formed to assess and
analyze the potential restructuring plans and options of the
Debtors on "a real time basis" and offer greater transparency
during the structuring, negotiation and documentation of the
proposed restructuring.

Mr. Young says the Steering Committee is truly an independent
body, which four out of the six members do not hold any interests
in the PropCo credit facilities and two of the members have
engaged independent counsel that regularly participate in
Steering Committee discussions.  Mr. Young adds that independent
counsel for the various members of the Steering Committee
continue to be actively involved in all facets of the
restructuring discussions, including the evaluation and drafting
of the Cash Collateral Motion and the certified 13-week
consolidated cash flow forecast prepared by the Company.

According to Mr. Young, the Steering Committee and the
Administrative Agent continue to welcome meaningful participation
by the entire lending syndicate in developing a restructuring
plan that gives creditors with varied interests due
consideration.

In a supplemental brief filed with the Court, the Debtors
maintain that Section 363(c)(2) of the Bankruptcy Code permits a
debtor to use cash collateral if the use is consented to by the
lenders asserting an interest in that cash collateral.  The
Debtors aver that the Prepetition Agent, acting on behalf of the
Prepetition Lenders, consented to SCI's use of the Prepetition
Lenders' cash collateral pursuant to the terms of the interim
order.  That consent included the requirement that cash
collateral and DIP financing be used in accordance with the
Budget, which likewise was approved by the Prepetition Agent.  In
this instance, consent was authorized because Prepetition Lenders
holding over 70% of the Prepetition Credit Facilities and
constituting 59% of the Prepetition Lenders in number considered
and approved the Budget.  Thus, the Budget was authorized
pursuant to the terms upon which all Prepetition Lenders agreed.

Moreover, SCI says it does not believe that the Dissident Lenders
have any basis to challenge the Budget.

Thomas M. Friel, vice president, chief accounting officer, and
treasurer of Station Casinos, Inc., filed with the Court a
declaration in support of the supplemental brief filed by the
Debtors.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STORAGE DEPOT: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Storage Depot of the Treasure Coast, Inc.
        5801 South US 1
        Fort Pierce, FL 34982

Bankruptcy Case No.: 09-28203

Chapter 11 Petition Date: August 28, 2009

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

Judge: Erik P. Kimball

Debtor's Counsel: David L. Merrill, Esq.
                  7777 Glades Rd # 400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  Email: dlmerrill@sbwlawfirm.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/flsb09-28203.pdf

The petition was signed by Roy T. Mildner, authorized signatory of
the Company.


SUNGARD DATA: Moody's Assigns 'Ba3' Rating on $2.7 Bil. Loan
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to SunGard Data
System's $2.7 billion senior secured term loan B.  Concurrently,
Moody's affirmed SunGard's B2 corporate family and probability of
default ratings, along with its SGL-2 speculative grade liquidity
rating.  These actions follow the company's amendment of its
credit agreement with its lenders.  The rating outlook remains
stable.

The amendment dated June 9, 2009 extended the maturity date of the
company's $2.7 billion term loan B to February 28, 2016.  The
$2.7 billion term loan B was carved out of the company's original
$4.2 billion term loan facility maturing February 28, 2014.  The
credit agreement amendment also reduced the existing revolving
credit facility to $829 million from $1 billion and extended the
maturity date to May 11, 2013.  Finally, the amendment also
amended certain other provisions of the Credit Agreement,
including provisions relating to negative covenants and financial
covenants.

SunGard's B2 CFR continues to reflect the company's low net return
on assets, high financial leverage and low interest coverage.
Leverage (debt-to-EBITDA, adjusted for leases and Moody's standard
adjustments) of 6.3x remains high, albeit in line with the current
rating.  Given the size of the debt-financed GL Trade transaction
(acquired in October 2008), which was significantly larger than
prior acquisitions, the company has less financial flexibility to
incur incremental debt and still maintain current ratings.  Since
the LBO in 2005, the company has not de-levered significantly and
Moody's expects that management will remain acquisitive in order
to further expand and diversify its revenue base while seeking
growth opportunities.  These predominantly financial risks are
mitigated by the company's solid market position as a leading
provider of business continuity and financial institution
processing services and its strong business profile, as
represented by low customer concentration, diverse product line
offerings, and broad geographic reach.

The stable rating outlook assumes SunGard will not increase its
debt leverage significantly or make dividend payments to its
private equity sponsors.  Despite the current recession and
operating weakness across the financial services sector, the
company, through its diverse service offerings and highly
recurring revenue model, continues its stable performance during
the downturn and maintains profit margins approximately in line
with current levels.  If the company were to incur additional
leverage, the rating and/or outlook could experience negative
rating pressure.

This new rating was assigned:

* $2.7 Billion Senior Secured Term Loan B due 2016 -- Ba3 (LGD-2,
  28%)

These ratings were affirmed:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $1.0 Billion Secured Revolving Credit Facility -- Ba3 (LGD-2,
  28%)

* $2.0 Billion Secured Term Loan Facility due 2014 -- Ba3 (LGD-2,
  28%)

* $250 Million Senior Notes due 2014 -- B3 (LGD-4, 65%)

* $500 Million Senior Unsecured Notes due 2015 -- Caa1 (LGD-5,
  80%)

* $1.6 Billion Senior Notes due 2013 -- Caa1 (LGD-5, 80%)

* $1.0 Billion Senior Subordinated Notes due 2015 -- Caa1 (LGD-6,
  94%)

* Speculative Grade Liquidity Rating -- SGL-2

SunGard Data Systems Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry as well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.


TAYLOR BEAN: BofA Taking Over Servicing of Ginnie Mortgages
-----------------------------------------------------------
Birmingham Business Journal reports that Bank of America Corp. is
taking over servicing of 180,000 Ginnie Mae-securitized mortgages
that had been in the portfolio of Taylor, Bean & Whitaker Mortgage
Corp.

Taylor Bean was barred from processing Ginnie Mae and Federal
Housing Administration mortgages early this month after the U.S.
Department of Housing and Urban Development began investigating
the firm's business practices, says Business Journal.  As reported
by the TCR on August 7, 2009, Taylor Bean closed down its
mortgage-lending operation on August 5.  Taylor Bean said that it
wouldn't be able to complete or fund any mortgage loans in
unfinished mortgages.  The Department of Housing and Urban
Development, which oversees the FHA, said that it took action
against Taylor Bean because the Company failed to submit a
required annual financial report and to disclose "certain
irregular transactions that raised concerns of fraud."  Taylor
Bean disclosed a similar suspension by Freddie Mac.

According to Business Journal, BofA will service the loans through
its BAC Home Loans Servicing subsidiary. BofA plans to notify
homeowners of the change by Sept. 4.

Ocala, Florida-based Taylor, Bean & Whitaker Mortgage Corp. is a
privately held, independent home-loan provider.  Among originators
of FHA mortgages, Taylor Bean was the third-largest, and it was
the nation's 12th-largest home-mortgage lender overall, according
to trade publication Inside Mortgage Finance.


TAYLOR BEAN: Can Hire BMC Group as Claims Agent
-----------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Taylor Bean & Whitaker Mortgage Corp. to employ BMC
Group Inc. as its claims agent.

The firm has agreed to, among other things:

   a) serve various pleadings and other papers in this Chapter 11
      case including the plan, disclosure statement, ballot, and
      any other documents comprising the solicitation package; and

   b) receive, record, and tally the ballots in connection with
      voting on the plan.

The firm's current hourly rates are:

      Principal/Director          $250
      Project Managers          $175-$225
      Consultants               $110-$140
      Analysts                   $80-$110
      Administrative Support     $25-$45

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

                   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.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TAYLOR BEAN: Selects Stitcher Riedel as Bankruptcy Counsel
----------------------------------------------------------
Taylor Bean & Whitaker Mortgage Corp. asks the U.S. Bankruptcy
Court for the Middle District of Florida for permission to employ
Stichter Riedel, Blain & Prosser, P.A., as its bankruptcy counsel.

The firm has agreed to, among other things:

   a) render legal advice with respect to the Debtor's powers and
      duties as a debtor-in-possession, the continued operation of
      the Debtor's business, and management of its properties;

   b) prepare on behalf of the Debtor necessary motions,
      application, orders, reports, pleadings, and other legal
      papers; and

   c) appear before the Court and the United States Trustee to
      represent and protect the interest of the Debtor

The firm's currently hourly rates for its attorneys in this case
are:

      Russell M. Blain, Esq      $460
      Richard C. Prosser, Esq.   $460
      Edward J. Peterson, Esq.   $325
      Amy Denton Harris, Esq.    $275

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

                   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.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TAYLOR BEAN: Unsure to Survive Chapter 11 Bankruptcy, Says Report
-----------------------------------------------------------------
Fred Hiers at Ocala.com reports that Taylor, Bean & Whitaker
Mortgage Corp. has wavered on whether it can make it through
Chapter 11 bankruptcy.

Ocala.com quoted Taylor Bean's lawyer, David Dantzler, as saying,
"[Chapter 11 bankruptcy] was not filed with the specific intention
that it would restructure.  Today we're trying to get the Chapter
11 on footing so [the company] can sort out a lot of issues.  As
time goes forward, a lot of the options that were available a week
ago may not be available, but . . . new options might become
available."

According to Ocala.com, the Federal Housing Administration,
Freddie Mac, and Ginnie Mae have cut off ties with Taylor Bean.
Ocala.com reports that Freddie Mac and Ginnie Mae were alarmed
that auditors found possible fraud and that the auditor's concerns
weren't disclosed.

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.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


THOMAS GERALD BRENNAN: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Thomas Gerald Brennan
        1402 Halkirk Way
        Bel Air, MD 21015

Bankruptcy Case No.: 09-26078

Chapter 11 Petition Date: August 28, 2009

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

Judge: James F. Schneider

Debtor's Counsel: Joseph F. Bruce, Esq.
                  108 A Cathedral Street
                  Annapolis, MD 21401
                  Tel: (410) 269-0185
                  Email: Josephlaw@aol.com

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

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

A full-text copy of Mr. Brennan's petition, including a list of
his 18 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mdb09-26078.pdf

The petition was signed by Mr. Brennan.


TLC VISION: In Talks with Lenders, Sees More Losses in 2009
-----------------------------------------------------------
TLC Vision Corp. has warned it will likely continue to incur
narrow operating losses in 2009 and its liquidity will likely
remain constrained such that it may not be sufficient to meet the
Company's cash operating needs in this period of economic
uncertainty.  In a regulatory filing with the Securities and
Exchange Commission in August, TLC Vision said it is in active
discussions with its lenders to ensure that it has sufficient
liquidity in excess of what is available under its credit
facility, although there is no assurance that the Company can
obtain additional liquidity on commercially reasonable terms, if
at all.

If the Company is unable to obtain or sustain the liquidity
required to operate its business the Company may need to seek to
modify the terms of its debts or to reorganize its capital
structure.  There can be no assurances that the lenders will grant
such restructuring, waivers or amendments on commercially
reasonable terms, if at all.  If the Company is unable to obtain
or sustain the liquidity required to operate its business, the
Company may need to seek to modify the terms of its debts through
court reorganization proceedings to allow it, among other things,
to reorganize its capital structure.

The Company incurred losses attributable to TLC Vision Corporation
of $8.2 million for the six months ended June 30, 2009 compared to
earnings of $3.9 million for the six months ended June 30, 2008.
As a result, the Company's liquidity continued to be constrained
during 2009.

Beginning in early 2008, in response to the deteriorating economic
environment, the Company implemented a series of initiatives to
reduce its costs of operation to levels commensurate with the new
lower level of refractive procedures.  The Company continues to
evaluate and implement cost reduction and cash generation
initiatives, including the sale of surplus assets and the closure
of underperforming refractive centers/mobile refractive routes.
During the six months ended June 30, 2009, the Company closed
three majority owned refractive centers, which performed
approximately 400 and 800 refractive procedures during the six
months ended June 30, 2009 and 2008, respectively.

Due to the decline in customer demand during the trailing 12
month-period, and the resulting decline in sales, the Company's
deteriorating financial performance resulted in the Company's
inability to comply with its primary financial covenants under
its Credit Facility as of December 31, 2008, March 31, 2009 and
June 30, 2009.

On June 8, 2009, the Company said it obtained from its lenders a
Limited Waiver, Consent and Amendment No. 3 to Credit Agreement,
dated June 5, 2009 and continuing through June 30, 2009.  The
Limited Waiver, Consent and Amendment No. 3 provided, among other
things, a limited waiver expiring June 30, 2009 of certain
defaults, amended certain terms of the Credit Agreement, consented
to the dissolution of several inactive subsidiaries, provided for
the payment by the Company of certain fees and expenses incurred
by the lenders, delayed mandatory payment of $1.4 million of
principal arising from a tax refund, and released any claims the
Company may have had against the lenders.

As of June 30, 2009, the Company failed to make various mandatory
payments under its Credit Agreement and related amendments.  The
payments included interest on the term and revolving credit
advances of $200,000 and principal payments on term advances of
$200,000.

The Company obtained from its lenders a Limited Waiver and
Amendment No. 4 to Credit Agreement, dated June 30, 2009.  The
Limited Waiver and Amendment No. 4, among other things, provides a
limited waiver through September 9, 2009 of certain defaults and
provides that lenders will, until September 9, 2009, forbear from
exercising their rights arising out of the non-payment of certain
principal, interest and other payments previously due. The
amendment also amends certain terms of the Credit Agreement,
provides for the accrual of default interest at an additional 2%
per annum over otherwise applicable rates and releases any claims
the Company may have had against the lenders.

Given that it is unlikely that the Company will be in compliance
with the covenants currently in the Credit Facility for the
balance of 2009 beyond the current waiver period unless amended,
all term borrowings aggregating $76.7 million under the Credit
Facility have been recorded as current liabilities as of June 30,
2009 and December 31, 2008.  Accordingly, at June 30, 2009 and
December 31, 2008, the Company has working capital deficiencies of
approximately $103.1 million and $99.5 million, respectively.  The
Company borrowed an additional $17.4 million under the revolving
portion of its Credit Facility during the six months ended
June 30, 2009, which reduced the open availability under the
Credit Facility to approximately $0.5 million at June 30, 2009.
The outstanding balance of $23.4 million under the revolving
portion of the Credit Facility is also recorded as a current
liability as of June 30, 2009.

The Company's independent registered public accounting firm's
report issued in the December 31, 2008 Annual Report on Form 10-K
included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about the Company's
ability to continue as a going concern, including significant
losses, limited access to additional liquidity and compliance with
certain financial covenants.

                         About TLC Vision

Based in St. Louis, Missouri, TLC Vision Corporation (NASDAQ:TLCV;
TSX:TLC) -- http://www.tlcv.com/and http://www.tlcvision.com/--
is North America's premier eye care services company, providing
eye doctors with the tools and technologies needed to deliver
high-quality patient care.  TLC Vision maintains leading positions
in Refractive, Cataract and Eye Care markets.

TLC Vision's balance sheet at June 30, 2009, showed total assets
of $139.65 million and total liabilities of $166.61 million,
resulting in a stockholders' deficit of about $26.96 million.

On March 31, 2009, Ernst & Young LLP in St. Louis, Missouri
expressed substantial doubt about the Company's ability to
continue as a going concern on Dec. 31, 2008, and 2007.  The
auditor noted that the Company incurred recurring operating losses
and has a working capital deficiency.  In addition, the Company
has not complied with certain financial covenants within the
Company's loan agreements.


TORREYPINES THERAPEUTICS: Owners Vote on Raptor Merger Sept. 28
---------------------------------------------------------------
TorreyPines Therapeutics, Inc., and Raptor Pharmaceuticals Corp.
will present their proposed merger at the respective annual
meeting of their shareholders on September 28, 2009.

The TorreyPines shareholders' meeting will start at 10:00 a.m.,
local time, at the offices of Cooley Godward Kronish LLP at 4401
Eastgate Mall, in San Diego, California.

The Raptor shareholders' meeting will start at 10:00 a.m., local
time, at its corporate offices at 9 Commercial Blvd., Suite 200,
in Novato, California.

At the TorreyPines meeting, shareholders will be asked:

     1. To consider and vote upon a proposal to approve the
        issuance of TorreyPines common stock and the resulting
        change in control of TorreyPines pursuant to the
        Agreement and Plan of Merger and Reorganization, dated as
        of July 27, 2009, by and among TorreyPines, ECP
        Acquisition, Inc. and Raptor;

     2. To approve an amendment to TorreyPines' certificate of
        incorporation effecting the reverse stock split at one of
        seventeen reverse split ratios: 1-for-10, 1-for-11, 1-for-
        12, 1-for-13, 1-for-14, 1-for-15, 1-for-17, 1-for-20, 1-
        for-25, 1-for-30, 1-for-35, 1-for-40, 1-for-45, 1-for-50,
        1-for-55, 1-for-60 or 1-for-70, as described in the
        accompanying joint proxy statement/prospectus.

     3. To approve an amendment to TorreyPines' certificate of
        incorporation to change the corporate name of TorreyPines
        from "TorreyPines Therapeutics, Inc." to "Raptor
        Pharmaceutical Corp."

     4. To elect the four directors nominated by the TorreyPines'
        board of directors; provided, however, that if the merger
        is consummated, it is anticipated that the TorreyPines
        board of directors will consist of the four people
        identified in the accompanying joint proxy
        statement/prospectus.

     5. To consider and vote upon an adjournment of the
        TorreyPines annual meeting, if necessary, to solicit
        additional proxies if there are not sufficient votes in
        favor of TorreyPines Proposal Nos. 1, 2 and 3.

     6. To transact such other business as may properly come
        before the TorreyPines annual meeting or any adjournment
        or postponement thereof.

The board of directors of TorreyPines has fixed August 27, 2009,
as the record date for the determination of stockholders entitled
to notice of, and to vote at, the TorreyPines annual meeting and
any adjournment or postponement thereof.  Only holders of record
of shares of TorreyPines common stock at the close of business on
the record date are entitled to notice of, and to vote at, the
TorreyPines annual meeting.  At the close of business on the
record date, TorreyPines had 15,999,058 shares of common stock
outstanding and entitled to vote.

At the Raptor meeting stockholders will be asked:

     1. To consider and vote upon a proposal to adopt the
        Agreement and Plan of Merger and Reorganization;

     2. To elect four directors named herein to serve until the
        next annual meeting of Raptor stockholders or until their
        respective successors are duly elected and qualified.

     3. To ratify the appointment by the audit committee of
        Raptor's board of directors of Burr, Pilger & Mayer, LLP
        as Raptor's independent registered public accounting firm
        for the fiscal year ending August 31, 2009.

     4. To consider and vote upon an adjournment of the Raptor
        annual meeting, if necessary, to solicit additional
        proxies if there are not sufficient votes in favor of the
        adoption of the merger agreement.

A full-text copy of the definitive prospectus by both companies is
available at no charge at http://ResearchArchives.com/t/s?4393

Raptor has raised an aggregate $5 million of gross proceeds
through a private placement of units and through the exercise of
warrants originally issued in connection with its May/June 2008
private placement.  The August 2009 Private Placement resulted in
gross proceeds to Raptor of approximately $2.4 million or $2.3
million after placement agent fees and other expenses.  The
Warrant Exchange raised approximately $2.6 million in net proceeds
for Raptor.

Raptor intends to use the net proceeds to fund programs for its
late-stage drug product candidates and to execute its corporate
strategy, including closing the proposed merger with TorreyPines,
which is expected to close in the fourth quarter of 2009.

                      2nd Quarter Financials

TorreyPines posted a net loss of $608,000 for the three months
ended June 30, 2009, from a net loss of $7.45 million for the same
period a year ago.  TorreyPines posted a net loss of $2.72 million
for the six months ended June 30, 2009, from a net loss of
$11.3 million for the same period a year ago.

As of June 30, 2009, TorreyPines had $1.42 million in total assets
and $149,000 in total liabilities.  As of June 30, 2009, the
Company's accumulated deficit was $121.9 million.  Without
additional sources of cash, it said existing working capital is
not sufficient to meet the cash requirements necessary to fund its
planned operating expenses and working capital requirements
through December 31, 2009.  The Company said these conditions
raise substantial doubt about its ability to continue as a going
concern.

TorreyPines said its management plans to address the expected
shortfall of working capital by completing the merger with Raptor,
or securing additional funding through project financing, equity
financing, a development partner or sale of assets.  "There can be
no assurance that we will complete the merger or be able to obtain
any sources of funding," TorreyPines said.

TorreyPines indicated if it cannot complete the merger with Raptor
in a timely manner, or otherwise obtain sufficient funding in the
short-term, it may be forced to file for bankruptcy, cease
operations or liquidate and dissolve the Company.

                         About TorreyPines

TorreyPines Therapeutics, Inc. -- http://www.tptxinc.com/-- is a
biopharmaceutical company that aims to develop product candidates
each capable of treating a number of acute and chronic diseases
and disorders such as migraine and chronic pain.  The company
currently has two ionotropic glutamate receptor antagonist
clinical stage product candidates.

                           *     *     *

Ernst & Young LLP, the Company's independent registered public
accounting firm, has included an explanatory paragraph in their
report on the Company's 2008 financial statements related to the
uncertainty and substantial doubt of its ability to continue as a
going concern.


TRANSAMERICAN ENERGY: Unable to File Annual Report by Deadline
--------------------------------------------------------------
TransAmerican Energy Inc. (TSX VENTURE: TAE)(FRANKFURT: YQJ)
filed a Notice of Default pursuant to National Policy 12-203 Cease
Trade Orders for Continuous Disclosure Defaults in respect of the
Company's inability to file its annual financial statements for
the year ended April 30, 2009 by the deadline of August 28, 2009
as required by National Instrument 51-102 Continuous Disclosure
Obligations.  In connection with the Company's inability to file
the Financials on time, the Company has applied to applicable
Canadian securities regulators requesting that a management cease
trade order (which restricts trading in the Company's securities
by the Company's insiders) be issued as opposed to an issuer cease
trade order (which restricts all trading in the Company's
securities).

The Company is unable to file the Financials on time due to the
cumulative effect of the following factors:

   A) The Company's auditors have advised the Company that they do
not expect to be able to complete the audit by the filing date.
The Company has been in extensive negotiations with a secured
creditor about a material debt (approximately three million
dollars). The materiality of the debt and the potential effect to
the Company's balance sheet should it not be resolved has
precluded the Company from completing the financial statements.

   B) The complexity of the audit, due in part to the secured
creditor issue, significant changes in working interest
arrangements and the complexity of related income tax returns, has
resulted in a necessity to undertake increased audit procedures.

The Company anticipates that the duration of its default in filing
its Financials will be less than 21 days.

The Company intends to remedy the default by taking the following
steps:

   1. The company has provided the auditors with the completed
accounting records and draft financial statements and is
diligently working with the auditors to complete the audit.

   2. The Company has reached a tentative agreement with the
secured creditor which is currently being drafted by the
respective lawyers, and will be formally announced once the
agreement has been executed.

Pursuant to 12-203, applicable Canadian securities commissions or
regulators may impose an issuer cease trade order against the
Company if the Financials are not filed by October 28, 2009, being
the date that is two months following the date of the filing
deadline for the Financials.  In addition, an issuer cease trade
order may be imposed sooner if the Company fails to file Default
Status Reports on time in accordance with 12-203.

The Company intends to satisfy the provisions of 12-203 by filing
a bi-weekly Default Status Report containing the information
prescribed by 12-203, as long as the Company remains in default of
the financial statement filing requirement.

The Company is not currently subject to any insolvency
proceedings.  If the Company provides any information to any of
its creditors during the period in which it is in default of
filing the Financials, the Company confirms that it will also file
material change reports on SEDAR containing such information.


TRIBUNE CO: Judge Carey Approves Sale Process for Chicago Cubs
--------------------------------------------------------------
Judge Kevin Carey has approved Tribune Co.'s proposed process for
effectuating the sale of the Chicago Cubs baseball team.  The sale
process does not contemplate an auction and provides for a $5
million to $20 million break-up fee to the buyer in case the
transaction fails.

Judge Kevin Carey will consider approval of Tribune's proposed
sale of the Chicago Cubs to the buyer at a hearing September 24.

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 filing follows that an earlier announcement that the more-than
100-year-old team would be bought by the Rickets for $845 million.

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.  Judge Carey has scheduled a hearing on
October 1, 2009 to consider approval of the sale in CNLBC's case.

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)


TRIMAS CORPORATION: Moody's Cuts Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded TriMas Corporation's
corporate family and probability of default ratings to B3 from B2.
Moody's downgraded the company's senior secured bank credit
facility to B1 from Ba3 and the senior subordinated notes to Caa2
from Caa1.  TriMas' speculative grade liquidity rating was lowered
to an SGL-4 from SGL-3 reflecting Moody's opinion that the
company's liquidity may weaken.  The rating outlook is negative.

Downgrades:

Issuer: TriMas Corporation

  -- Probability of Default Rating, Downgraded to B3 from B2

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

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa2, LGD5, 80% from Caa1, LGD5, 77%

  -- Senior Secured Bank Credit Facility, Downgraded to B1, LGD2,
     26% from Ba3, LGD2, 23%

Outlook Actions:

Issuer: TriMas Corporation

  -- Outlook, Changed To Negative From Stable

The rating downgrades reflect the company's operating performance
and weak credit metrics resulting from ongoing pressure on the
company's revenues, end-market demand, reduced profitability, and
weak liquidity.  Reduced EBITDA generation is expected to weaken
the company's credit metrics to a level increasingly consistent
with the B3 rating category.  Furthermore, the rating downgrade
reflects Moody's view that the company's liquidity is weak as a
result of low levels of cash and reduced revolver access (due to
tightening covenants).  The negative outlook reflects Moody's
belief that the company may be challenged in its ability to meet
its minimum covenant levels as well as the weakness in projected
credit metrics.  Please see Moody's Credit Opinion on TriMas for
more information.

The last rating action was on December 16 at which time Moody's
affirmed TriMas' B2 corporate family rating.

TriMas Corporation is a multi-industrial manufacturer.  The
Company is engaged in five business segments with diverse products
and market channels in packaging, energy, aerospace & defense, and
engineered components.  Last twelve months revenues through
June 30, 2009, totaled approximately $885 million.


TRIPLE DIAMOND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Triple Diamond Plastics, Inc.
           fdba JenMar MFG Americas, Inc.
        PO Box 1967
        Nokomis, FL 34274

Bankruptcy Case No.: 09-35938

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Howard E. Mentzer, Esq.
                  Delaware Building
                  137 S. Main Street, Suite 302
                  Akron, OH 44308
                  Tel: (330) 376-7500
                  Email: mvmlaw@earthlink.net

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

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

According to the schedules, the Company has assets of at least
$672,139, and total debts of $7,788,307.

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/ohnb09-35938.pdf

The petition was signed Kevin Knight, president of the Company.


TRONOX INC: Has $415MM Stalking Horse Deal with Huntsman Pigments
-----------------------------------------------------------------
Tronox Incorporated said August 31 that it and certain of its
subsidiaries signed a "stalking horse" asset and equity purchase
agreement with Huntsman Pigments LLC, a wholly owned subsidiary of
Huntsman Corporation, and Huntsman Corporation for the sale of
certain of its operating assets, including:

    * Titanium dioxide facilities in The Netherlands and the
      United States, excluding its facility in Savannah, Georgia;

    * A 50% joint venture interest in the Western Australian
      titanium dioxide, mine and beneficiating operations; and

    * Electrolytic production facilities in the United States

Huntsman's stalking horse bid provides for sales proceeds of
$415 million (which are subject to certain adjustments), is a
binding offer to acquire selected assets of Tronox and will serve
as the minimum floor bid for an auction process to be conducted
pursuant to section 363 of the U.S. Bankruptcy Code.  The
agreement will be submitted for approval to the United States
Bankruptcy Court for the Southern District of New York.  Other
potential buyers may submit competing bids for Tronox's assets
leading up to the auction, which auction will likely take place in
the fourth quarter of 2009.

"We are very pleased to have successfully met the commitment to
our debtor-in-possession lenders to enter into a stalking horse
purchase agreement by August 30, 2009.  We believe that this asset
and equity purchase agreement provides a solid foundation from
which we can maximize the value of our assets through the section
363 auction process later this year," said Dennis Wanlass,
Chairman and Chief Executive Officer of Tronox Incorporated.

On January 12, 2009, Tronox Incorporated and certain of its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code with the United States
Bankruptcy Court for the Southern District of New York. As part of
Tronox's debtor-in-possession financing, Tronox agreed to enter
into a section 363 asset sale process.  Such process involves
obtaining a stalking horse bid, a binding proposal for a bankrupt
company's assets from an interested buyer chosen by the bankrupt
company, which binding proposal must be approved by the bankruptcy
court as sufficient to serve as a minimum floor bid for the
auction process.  After the stalking horse bid is approved by the
bankruptcy court, other potential buyers may submit competing bids
for the bankrupt company's assets at an auction.  If Huntsman wins
the auction and is approved by the United States Bankruptcy Court
for the Southern District of New York as the buyer, then
Huntsman's consummation of the proposed acquisition of the
operating assets of Tronox as agreed remains subject to customary
antitrust and other regulatory approvals and certain other
customary closing conditions.

A copy of the Asset Purchase Agreement is available for free at:

               http://researcharchives.com/t/s?43ab

              Huntsman to Finance Purchase With Debt

Huntsman's bid provides for a purchase price of approximately $415
million, including working capital. Huntsman intends to finance
approximately 50% of the purchase price with debt.

The agreement will be submitted for approval to the United States
Bankruptcy Court for the Southern District of New York.

Peter Huntsman, President and CEO of Huntsman Corporation, stated:
"We look forward to the prospect of acquiring these assets. This
acquisition, even before expected synergies, would be immediately
accretive to our operating earnings and cash flow, as well as
reduce our debt leverage. By combining our existing Pigments
division with these assets, we also can realize substantial
efficiencies that will benefit the customers, vendors, employees
and other stakeholders of the combined business."

If Huntsman is ultimately approved by the bankruptcy court as the
buyer and the sale is approved, Huntsman's completion of the
proposed acquisition of the assets of Tronox as agreed remains
subject to customary antitrust and other regulatory approvals.

Mr. Huntsman commented further, "We look forward to completing the
auction process and to working productively with the various
stakeholders of Tronox to bring this transaction to a timely and
orderly conclusion."

Tronox's JV partner in Australia, Exxaro Resources Limited, has
agreed to waive contractual restrictions on the transfer of
Tronox's JV interests to Huntsman, including applicable right of
first refusal and change of control rights, in the event Huntsman
is approved by the bankruptcy court as the buyer of the assets.

According to Ron Derby at Bloomberg, Exxaro Resources Ltd., the
South African coal and zinc producer, said it entered into an
agreement regarding the transfer of Tronox Western Australia
Ltd.'s joint venture interests in Tiwest to Huntsman Corp.
Huntsman "will bring significant technical knowledge and
marketing competence to the pigment side of the business," Sipho
Nkosi, chief executive officer of Pretoria-based Exxaro,
said in a statement to Johannesburg's stock exchange.

                           About Huntsman

Huntsman -- http://www.huntsman.com/-- is a global manufacturer
and marketer of differentiated chemicals. Its operating companies
manufacture products for a variety of global industries, including
chemicals, plastics, automotive, aviation, textiles, footwear,
paints and coatings, construction, technology, agriculture, health
care, detergent, personal care, furniture, appliances and
packaging. Originally known for pioneering innovations in
packaging and, later, for rapid and integrated growth in
petrochemicals, Huntsman today has more than 12,000 employees and
operates from multiple locations worldwide. The Company had 2008
revenues exceeding US$10 billion.

                         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)


TRONOX INC: Barroway Topaz Notes of Lead Plaintiff Deadline
-----------------------------------------------------------
Barroway Topaz Kessler Meltzer & Check, LLP reminds all purchasers
of Tronox, Inc., securities between November 28, 2005 and January
12, 2009, inclusive, that September 8, 2009 is the lead plaintiff
deadline in the class action currently pending in the United
States District Court for the Southern District of New York.

"If you wish to discuss this action or have any questions
concerning this notice or your rights or interests with respect to
these matters, please contact Barroway Topaz Kessler Meltzer &
Check, LLP (Darren J. Check, Esq. or David M. Promisloff, Esq.)
toll free at 1-888-299-7706 or 1-610-667-7706, or via e-mail at
info@btkmc.com," the firm said in an August 31 statement.  For
more information about Barroway Topaz Kessler Meltzer & Check,
please visit http://www.btkmc.com/

The case is styled Barnes v. Kerr-McGee Corporation, et al., No.
09-cv-7116 (S.D.N.Y.).  A copy of the Complaint filed in this
action is available from the Court, or can be viewed at
http://www.btkmc.com/ The Complaint charges Kerr-McGee
Corporation, Anadarko Petroleum Corporation and certain of Kerr-
McGee and Tronox's officers and directors with violations of the
federal securities laws.  Tronox is not named in this action as a
defendant because it filed for bankruptcy protection in January
2009. Tronox is a producer and marketer of titanium dioxide
pigment.

More specifically, the Complaint alleges that the Company failed
to disclose and misrepresented the following material adverse
facts which were known to defendants or recklessly disregarded by
them: (1) that the Company's reserves for environmental
liabilities failed to include reserves for other identified, but
undisclosed sites; (2) that the Company faced extraordinarily high
exposure regarding its environmental liabilities, which it failed
to fully disclose to its shareholders; (3) that the Company's
reserves for environmental liabilities were wholly inadequate; (4)
that the Company would face extremely high tort liabilities,
particularly for wood treatment claims; (5) that the Company's
financial statements and, specifically the methodology used to
calculate the Company's environmental liabilities reserve, were
not prepared in accordance with Generally Accepted Accounting
Principles; (6) that the Company lacked adequate internal and
financial controls; (7) that, as a result of the foregoing, the
Company's financial statements were materially false and
misleading at all relevant times; and (8) that, as a result of the
foregoing, defendants' statements about the Company's financial
well-being and future business prospects were lacking in any
reasonable basis when made. As a result of defendants' wrongful
acts and omissions, and the precipitous decline in the market
value of the Company's securities, Plaintiff and other Class
Members have suffered significant losses and damages.

Plaintiff seeks to recover damages on behalf of class members and
is represented by the law firm of Barroway Topaz Kessler Meltzer &
Check which prosecutes class actions in both state and federal
courts throughout the country. Barroway Topaz Kessler Meltzer &
Check is a driving force behind corporate governance reform, and
has recovered billions of dollars on behalf of institutional and
individual investors from the United States and around the world.

Members of the class may, not later than September 8, 2009, move
the Court to serve as lead plaintiff of the class. A lead
plaintiff is a representative party that acts on behalf of other
class members in directing the litigation. In order to be
appointed lead plaintiff, the Court must determine that the class
member's claim is typical of the claims of other class members,
and that the class member will adequately represent the class.
The ability to share in any recovery is not, however, affected by
the decision whether or not to serve as a lead plaintiff.  Any
member of the purported class may move the court to serve as lead
plaintiff through counsel of their choice, or may choose to do
nothing and remain an absent class member.

    CONTACT:      Barroway Topaz Kessler Meltzer & Check, LLP
                  Darren J. Check, Esq.
                  David M. Promisloff, Esq.
                  280 King of Prussia Road
                  Radnor, PA 19087
                  1-888-299-7706 (toll free) or 1-610-667-7706
                  Or by e-mail at info@btkmc.com


TRW AUTOMOTIVE: Moody's Raises Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service raised TRW Automotive, Inc.'s Corporate
Family Rating to Caa1 from Caa2.  In a related action Moody's also
raised the ratings of the senior secured credit facilities to B1
from B2, affirmed TRW's Probability of Default Ratings at Caa1,
and affirmed the ratings for the guaranteed senior unsecured notes
at Caa2.  The Speculative Grade Liquidity Rating is raised to SGL-
3.  The rating outlook is changed to stable.

TRW's Caa1 Corporate Family Rating reflects Moody's assessment of
improved enterprise value stemming from successful restructuring
actions coupled with permanent term loan reductions from a portion
of the company's recent equity issuance, which raised $269 million
in net proceeds.  The combination of these considerations results
in Moody's reverting to a 50% expected family recovery rate in the
Loss Given Default Methodology, positioning the CFR at the same
level as the Probability of Default Rating.  TRW's restructuring
actions included a 19% workforce reduction from year-end 2007
levels, facility closures, short-week working schemes in Europe,
and decreased capital spending.  The improvement in TRW's
structural costs along with additional restructuring actions
should support operating performance for the remainder of 2009,
and 2010.  A portion of the net proceeds from the equity offering
also were used to pay down the senior secured revolving credit
facility, adding some additional financial flexibility.

Moody' continues to expect TRW's credit metrics to be consistent
with Caa ratings over the near-term as high unemployment rates,
and shifting consumer spending patterns will limit the pace of
recovery in automotive demand over the near-term.  The U.S.
government sponsored "cash for clunkers" program will have a
modest positive impact on TRW's performance, as most of the new
car purchases have been from OE transplants, where TRW has a lower
level of sales penetration.  For the LTM period ending July 3,
2009 (calculated using Moody's standard adjustments), TRW's
EBIT/interest expense was approximately 0.1x, and total
Debt/EBITDA was approximately 8.3x.  Looking forward these metrics
should improve but are expected to remain consistent with the Caa1
rating category.

TRW's liquidity rating of SGL- 3 reflects adequate liquidity over
the next twelve months.  This view continues to carry the
expectation of negative free cash flow over the near-term, albeit
at a lower rate that previously expected, augmented by improved
availability and access under the company's $1.4 billion revolving
credit facility.  Borrowings under the facility were $400 million
on July 3, 2009, with $61 million of letters of credit
outstanding.  With the expectation of a lower rate of cash burn
over the coming year, the roughly $900 million of availability
under the facility as of July 3, 2009, should provide ample
funding for the company's needs.  Moreover, with the operating
benefits of restructuring initiatives evidenced in the second
quarter, financial covenant cushions are expected to provide a
stronger ability to fund the potential cash flow burn.  Required
debt repayment will be nominal over the near-term given the
company's ability to apply a portion of the already completed term
loan paydowns to amortization requirements.  TRW's cash and cash
equivalent balances on July 3, 2009, were $571 million.
Alternative liquidity arrangements will continue to be limited by
the current bank liens over substantially all of the company's
assets.

The stable outlook considers that while overall revenue trends
remain weak, TRW's aggressive restructuring actions, reduced cash
burn expectations and improved capital structure and liquidity
profile suggest a lower probability of downward revision in the
rating over the near term.  Improvement in industry conditions
will continue to be tempered by additional restructuring actions
at the Detroit-3 (about 23% of TRW's 2008 revenues are to the
Detroit-3 in North America), and other OEMs, as they adjust their
operations to a lower sales environment.  TRW's competitive
position is expected to continue to benefit from its strong
position in safety products, and a sound level of geographic,
customer, and product diversification.

Future events that have potential to improve TRW's outlook or
ratings include: further improvement in production levels in the
automotive markets and improved operating margins resulting from
new business wins or productivity improvements.  Consideration for
a positive outlook or higher ratings could arise if these factors
were to lead to EBIT/Interest coverage maintained above 1.0x,
while maintaining adequate liquidity.

Consideration for downward rating migration would arise if
industry conditions were to deteriorate without sufficient
offsetting restructuring actions or saving by the company, or if
TRW is unable to maintain adequate liquidity levels to operate
through a prolonged industry downturn.

Ratings raised:

* Corporate Family Rating, to Caa1 from Caa2;

* $1.4 billion combined senior secured domestic and global
  revolving credit facilities, to B1 (LGD2, 15%) from B2 (LGD2,
  27%);

* $600 million senior secured term loan A, to B1 (LGD2, 15%) from
  B2 (LGD2, 27%);

* $500 million senior secured term loan B, to B1 (LGD2, 15%) from
  B2 (LGD2, 27%);

* Speculative Grade Liquidity Rating, to SGL3 from SGL-4

Ratings affirmed:

* Probability of Default Rating; at Caa1;

* $500 million senior unsecured notes due 2014, at Caa2 (LGD5,
  71%);

* Euro 275 million senior unsecured notes due 2014, at Caa2 (LGD5,
  71%);

* $600 million senior unsecured notes due 2017, at Caa2 (LGD5,
  71%);

The last rating action was on June 22, 2009, when the Probability
of Default Rating was lowered to Caa1 and the Corporate Family
Rating was lowered to Caa2.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics.  Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products.  Revenues in 2008 were approximately $15.0 billion.


UVALDE CREDIT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Uvalde Credit Company
           dba J.W. PAWN SHOP
        P.O. Box 70
        Uvalde, TX 78802

Bankruptcy Case No.: 09-53299

Chapter 11 Petition Date: August 28, 2009

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

Judge: Chief Bkptcy Judge Ronald B. King

Debtor's Counsel: James Samuel Wilkins, Esq.
                  Willis & Wilkins, LLP
                  100 W Houston St, Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  Email: jwilkins@stic.net

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/txwb09-53299.pdf

The petition was signed Lynn Walker, vice president of the
Company.


VERENIUM CORP: Completes 5.5% Convertible Notes Exchange
--------------------------------------------------------
Verenium Corporation has entered into privately negotiated
Exchange Agreements with certain existing holders of its 5.5%
Convertible Senior Notes due 2027 which were initially issued in
2007.  Pursuant to the Exchange Agreements, certain existing
holders of the 5.5% Notes have agreed to exchange $28.48 million
in aggregate principal of the 5.5% Notes, for $12.82 million in
aggregate principal amount of 9% Convertible Senior Secured Notes
due 2027.  As of June 30, 2009, there was roughly $99.50 million
aggregate principal amount of the 5.5% Notes outstanding.

Lazard Middle Market LLC acted as a financial advisor to the
Company for this transaction.

Additional terms relating to the exchange of the original 5.5%
Notes and the New Notes include:

     -- An exchange ratio of 45%, meaning that for each $1,000 of
        original 5.5% Notes exchanged, the holder will receive
        $450 of New Notes;

     -- The right to convert the New Notes into common stock of
        the Company at a conversion price of $0.80 per share;

     -- An interest rate of 9% per annum, payable in cash or
        common stock at the Company's discretion;

     -- A security interest in certain assets of the Company as
        collateral for the New Notes, which security interest will
        be pari passu with a security interest being provided by
        the Company in the same collateral to holders of the
        Company's amended and restated 8% Convertible Senior Notes
        due 2012; and

     -- The New Notes permit the Company to incur unlimited
        additional debt, secured or unsecured, with up to
        $50 million of secured debt having priority in the
        collateral of the New Notes.

"Through this exchange we reduce our debt and create additional
financial flexibility, which are critical as we continue to build
a leading next-generation biofuels and specialty enzymes
business," said Carlos A. Riva, President and Chief Executive
Officer at Verenium.

"We are pleased to have taken this opportunity to further
strengthen our balance sheet and create a more appropriate capital
structure to support the Company's future growth and continued
success," said James E. Levine, Chief Financial Officer at
Verenium.  "Reducing the face amount of the New Notes by 55%
compared to the 5.5% Notes being exchanged, and creating the
potential for further debt reduction through future conversions of
the New Notes into equity at a premium to the current stock price,
is an important step forward for Verenium."

                      2nd Quarter Financials

On August 10, 2009, Verenium reported corporate accomplishments
and financial results for the second quarter.  The Company posted
wider net loss of $28.88 million for the three months ended
June 30, 2009, from a net loss of $15.38 million for the same
period a year ago.  The Company posted a net loss of $33.43
million for the six months ended June 30, 2009, from a net loss of
$38.50 million for the same period a year ago.

The Company booked total revenues of $16.29 million for the three
months ended June 30, 2009, from $18.30 million for the same
period a year ago.  The Company total revenues of $30.68 million
for the six months ended June 30, 2009, from $33.53 million for
the same period a year ago.

As of June 30, 2009, the Company had total assets of
$157.3 million; and total liabilities of $168.4 million, resulting
in stockholders' deficit of $11.13 million.

The Company noted it has a working capital deficit of
$16.8 million and an accumulated deficit of $630.2 million as of
June 30, 2009.  Based on the Company's operating plan, which
includes payments to be received by the Company or its
consolidated entities from BP Biofuels North America LLC relating
to the first and second phases of the strategic partnership, its
existing working capital may not be sufficient to meet the cash
requirements to fund the Company's planned operating expenses,
capital expenditures, required and potential payments under the
2007 Notes and the 2008 Notes, and working capital requirements
beyond 2009 without additional sources of cash or the deferral,
reduction or elimination of significant planned expenditures.  The
Company said these factors raise substantial doubt about the
Company's ability to continue as a going concern.

The Company plans to address the expected shortfall of working
capital beyond 2009 by generating additional financing through a
combination of corporate partnerships and collaborations, federal,
state and local grant funding, selling and financing of assets,
incremental product sales, and if necessary and available, the
sale of debt or equity securities.  If the Company is unsuccessful
in raising additional capital from any of these sources, it will
defer, reduce, or eliminate certain planned expenditures.  The
Company will continue to consider other financing alternatives.
There can be no assurance that the Company will be able to obtain
any sources of financing on acceptable terms, or at all.

If the Company cannot obtain sufficient additional financing in
the short-term, it may be forced to restructure or significantly
curtail its operations, file for bankruptcy or cease operations.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?41e1

                          About Verenium

Cambridge, Massachusetts-based Verenium Corporation (NASDAQ: VRNM)
-- http://www.verenium.com/-- develops and commercializes
cellulosic ethanol, an environmentally friendly and renewable
transportation fuel, as well as high-performance specialty enzymes
for applications within the biofuels, industrial, and animal
health markets.


VERENIUM CORP: To Hold Annual Stockholders' Meeting Today
---------------------------------------------------------
Verenium Corporation will hold its Annual Meeting of Stockholders
today, September 1, 2009, at 10:00 a.m. local time at Hotel
Marlowe, Muse Salon, 25 Edwin H. Land Boulevard, in Cambridge,
Massachusetts for these purposes:

     1. To elect the three directors named in the Company's proxy
        statement to hold office until the 2012 Annual Meeting of
        Stockholders.

     2. To approve an amendment to the Company's Certificate of
        Incorporation to effect a reverse stock split of the
        Company's issued and outstanding shares of common stock.

     3. To approve a stock option exchange program.

     4. To ratify the selection by the Audit Committee of the
        Board of Directors of Ernst & Young LLP as independent
        registered public accounting firm of the Company for its
        fiscal year ending December 31, 2009.

     5. To consider and vote upon an adjournment of the annual
        meeting, if necessary, to solicit additional proxies if
        there are not sufficient votes in favor of Proposals No. 2
        and No. 3.

     6. To conduct any other business properly brought before the
        meeting.

A full-text copy of the Company's Proxy Statement is available at
no charge at http://ResearchArchives.com/t/s?4385

The board of directors of the Company has fixed July 24, 2009 as
the record date for the determination of stockholders entitled to
notice of, and to vote at, the annual meeting and any adjournment
or postponement thereof.  Only holders of record of shares of
Verenium common stock at the close of business on the record date
are entitled to notice of, and to vote at, the annual meeting.  On
the record date, the Company had 104,543,427 shares of common
stock outstanding and entitled to vote.

                          About Verenium

Cambridge, Massachusetts-based Verenium Corporation (NASDAQ: VRNM)
-- http://www.verenium.com/-- develops and commercializes
cellulosic ethanol, an environmentally friendly and renewable
transportation fuel, as well as high-performance specialty enzymes
for applications within the biofuels, industrial, and animal
health markets.


W.W.S. CAMPING AREA: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: W.W.S. Camping Area and Marina, L.L.C.
        110 Nichols Road
        P.O. Box 398
        West Ossipee, NH 03890

Case No.: 09-13292

Chapter 11 Petition Date: August 28, 2009

Debtor-affiliates filing separate Chapter 11 petitions July 9,
2009:

        Entity                                     Case No.
        ------                                     --------
Laguna Bay Marine, LLC                             09-12553
W.W.S. Campgroud, LLC                              09-12552

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: Michael A. Fagone, Esq.
                  Bernstein, Shur, Sawyer & Nelson, P.A.
                  100 Middle St., PO Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  Email: mfagone@bernsteinshur.com

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

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

The petition was signed by Charles H. Smith, the company's member
and manager.

W.W.S. Camping Area and Marina's List of 19 Largest Unsecured
Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Accu-Temp Services             trade debt             $3,410

American International         trade debt             $4,189
Companies

Carroll County Oil             trade debt             $2,697

Chase Card                     trade debt             $5,746

Eastern Propane Gas            trade debt             $6,949

Eric C. Mitchell & Associates  trade debt             $7,995

Fairpoint Communications       trade debt             $3,296

Granite State Analytical       trade debt             $118

Granite State Glass            trade debt             $100

Home Depot Credit Service      trade debt             $4,359

Johnson Outdoor & Marine       trade debt             $1,500

Leone, Mcdonnell & Roberts     trade debt             $6,333

Maple Ridge Septic             trade debt             $220

Mercury Marine                 trade debt             $802

MMG Insurance                  trade debt             $1,076

Northeast Marine               trade debt             $1,819

Public Service of              trade debt             $8,846
New Hampshire

Sprint                         trade debt             $228

Travelers Cable TV             trade debt             $37,500


WAYTRONX INC: Annual Shareholders' Meeting on September 29
----------------------------------------------------------
The 2009 Annual Meeting of Shareholders of Waytronx, Inc., will be
held September 29, 2009, at 9:00 a.m. PDT in its corporate offices
located at 20050 SW 112th Avenue, in Tualatin, Oregon, for these
purposes:

     1. The election of three directors to hold office for two
        years or until the 2011 Annual Meeting of Shareholders or
        until their successors have been duly elected and
        qualified.

     2. To amend the 2008 Equity Incentive Plan to increase by
        1,500,000 the number of common shares issuable under the
        plan from 1,500,000 presently authorized to 3,000,000.

     3. To transact other business as may properly come before the
        Annual Meeting or any adjournments or postponements
        thereof.

The Board of Directors fixed the close of business on August 5,
2009, as the record date for the determination of shareholders
entitled to receive notice of, and to vote at, the Annual Meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4394

Meanwhile, the Company filed a Pre-Effective Post-Effective
Amendment No. 1 to Form S-3 to register for sale an aggregate of
9,674,886 shares of Common Stock underlying common stock purchase
warrants of Waytronx, Inc., that may be issued to certain
stockholders and their transferees.

The Company's Common Stock is traded on the OTC Bulletin Board
(OTC:BB) under the trading symbol "WYNX".

If all of the warrants are exercised, the Company may receive up
to $1,502, 415 from the sale of 9,674,886 shares underlying
warrants with per share exercise prices ranging from $0.01 to
$0.33.

The shares of Common Stock may be sold from time to time by the
Selling Stockholders in one or more transactions at fixed prices,
at market prices at the time of sale, at varying prices determined
at the time of sale or at negotiated prices.  The Selling
Stockholders and any broker-dealer who may participate in the sale
of the shares may use this Prospectus.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?4395

                        Going Concern Doubt

On March 26, 2009, Webb & Company, P.A., in Boynton Beach,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for the fiscal years ended December 31, 2008, and 2007.
The auditors noted that the Company has a net loss of $1,830,367
and cash used in operations of $313,473 and an accumulated deficit
of $50,548,086 at December 31, 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $35,349,071, total liabilities of $27,224,815 and stockholders'
equity of $8,124,256.

                        About Waytronx, Inc.

Based in Vista, California, Waytronx, Inc. (OTCBB: WYNX) --
http://www.waytronx.com-- formerly known as Onscreen
Technologies, Inc., is primarily focused on commercialization of
its thermal cooling technology, WayCool(TM), which addresses
intense heat generated in electronic systems, including computers,
home entertainment systems, test fixtures and medical monitoring
devices.  WayCool provides cooling technology that transfers heat
at extraordinarily high rates to promote superior thermal
management in electronics.


WCI COMMUNITIES: To Sell Palm Beach Resort to Urgo Hotels
---------------------------------------------------------
Examiner.com reports that WCI Communities, Inc., will sell its
Resort at Singer Island in Palm Beach County, Florida, to Urgo
Hotels.

The 230 workers at the resort will be laid off in October 2009,
but many of them could be retained by Urgo Hotels, The Palm Beach
Post relates.

South Florida Business Journal states that the Resort at Singer
Island has filed a notice with the state of Florida of the planned
layoff.  According to Business Journal, the Resort at Singer
Island said that WCI Communities told Starwood Hotels & Resorts
Worldwide, which manages the hotel, that it won't be honoring its
management contract.  "As a result, Starwood will cease managing
the hotel, and all associates will be laid off by Starwood as
early as October 28," the report quoted the Resort at Singer
Island as saying.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WM F KIEFER: TBW LLC to Acquire Assets for $1.2 Million
-------------------------------------------------------
Five Clarkson Eyecare principals, which formed TBW LLC, will buy
Wm. F. Kiefer & Associates' assets for $1.2 million, court
documents say.

According to Rick Desloge at St. Louis Business Journal, the five
principals are:

     -- Gerry Jehling, Clarkson Eyecare's chairperson;
     -- Clarkson Eyecare founder Larry Jehling;
     -- Bill Jehling, Clarkson Eyecare's president;
     -- Tony Nunn, Clarkson Eyecare's chief financial officer; and
     -- James Wachter, Clarkson Eyecare's chief of optometry.

Gerry Jehling said that TBW will lease the multiple offices at the
15,000-square-foot Kiefer building at 4305 Butler Hill Road and
sell the optometry equipment and other business assets to Clarkson
Eyecare, which plans to be a tenant in the building, Business
Journal reports.  The report states that Clarkson Eyecare would
convert Kiefer's office in the building to a Clarkson Eyecare
unit.

Saint Louis, Missouri-based Wm F. Kiefer & Associates Inc. is an
eye care center.  The Company and its affiliate, W & W Enterprises
Surratt-States, filed for Chapter 11 bankruptcy protection on
August 10, 2009 (Bankr. E.D. Mo. Case No. 09-47751 and 09-47752,
respectively).  Randall F. Scherck, Esq., at Lathrop & Gage LLP
assists the Debtors in their restructuring efforts.  Wm F. Kiefer
listed $784,211 in assets and $1,657,345 in debts.


WHITE HORSE DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: White Horse Development Company LLC
        22795 Three Lions Pl NE
        Kingston, WA 98346

Bankruptcy Case No.: 09-18775

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
White Horse Golf Club LLC                          09-18774

Chapter 11 Petition Date: August 27, 2009

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

Judge: Philip H. Brandt

Debtor's Counsel: Sheena R. Aebig, Esq.
                  Williams Kastner & Gibbs PLLC
                  601 Union St Ste 4100
                  PO Box 21926
                  Seattle, WA 98111-3926
                  Tel: (206) 628-6600
                  Email: saebig@williamskastner.com

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

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

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

The petition was signed by Robert C. Screen, manager of the
Company.


WILSON SANTIAGO: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Wilson Irizarry Santiago
               Gladys Mirta Castro Velez
               P.O. Box 2063
               San Sebastian, PR 00685

Bankruptcy Case No.: 09-07119

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Francisco J. Ramos Gonzalez, Esq.
                  PO Box 371
                  Puerto Real
                  Fajardo, PR 00740
                  Tel: (787) 860-1719
                  Email: fjramos@coqui.net

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

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

According to the schedules, the Company has assets of at least
$1,973,521, and total debts of $5,483,288.

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/prb09-07119.pdf

The petition was signed by the Joint Debtors.


X-RITE INC: Freiburger Steps Down as Chief Financial Officer
------------------------------------------------------------
Bradley J. Freiburger has resigned from his position as Interim
Chief Financial Officer of X-Rite, Incorporated, effective
September 4, 2009.

The Company has named Jeffrey D. McKee as Controller and Principal
Accounting Officer, effective September 4, 2009.  William J.
Cosgrove also will remain the Company's Senior Financial Advisor.
The Company is in the advanced stages of its search for a Chief
Financial Officer.

Mr. McKee, 33, joined the Company in 2005 and has served in a
number of financial positions. In 2008, he was appointed Assistant
Controller where his responsibilities included global
consolidations, Sarbanes-Oxley compliance, financial reporting and
SEC reporting functions.  Prior to joining the Company, Mr. McKee
was in internal audit at Gordon Food Service and a certified
public accountant with BDO Seidman.

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.

On April 3, 2008, the Company said it was not in compliance with
certain covenants under its secured credit facilities.  As a
result of the defaults, borrowings on the Company's revolving line
of credit were frozen and default interest was charged on the
first lien loan.  On August 20, 2008 the Company entered into
forbearance and amendment agreements with the first and second
lien lender groups, that provided for forbearance on the defaults
through the closing of the Company's recapitalization at which
time the lenders agreed to amend the credit facilities to provide
new financial covenants and interest rates, with the amendments
effective on the date of closing of the Corporate Recapitalization
Plan.  As of July 4, 2009, the Company was in compliance with the
financial covenants contained in its first and second lien credit
agreements, as amended.

                           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.


YOUNG MEN'S CHRISTIAN: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Young Men's Christian Association Of The Sierra
        850 Baring Blvd
        Sparks, NV 89434

Bankruptcy Case No.: 09-52965

Chapter 11 Petition Date: August 28, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Cecilia Lee, Esq.
                  510 W Plumb Lane, Suite A
                  Reno, NV 89509
                  Tel: (775) 324-1011
                  Fax: (775) 324-6616
                  Email: efile@cecilialee.net

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

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

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

             http://bankrupt.com/misc/nvb09-52965.pdf

The petition was signed Mark Lieske, president and secretary of
the Company.


* FDIC to Assume Most of Risk on Banks' $80BB in Loans, Assets
--------------------------------------------------------------
Damian Paletta at The Wall Street Journal reports that the Federal
Deposit Insurance Corp. will assume most of the risk on
$80 billion in loans and other assets to encourage banks to pick
through the wreckage of collapsed rivals.

FDIC, The Journal relates, said on Thursday that it had 416 banks
on its "problem" list at the end of the second quarter.

The Journal notes that through more than 50 loss share deals --
many of which will be in place for up to 10 years -- the FDIC will
absorb losses from loans on two log cabins in the woods of
northwestern Illinois to hundreds of millions of dollars in busted
condominium loans in Florida.  According to the report, FDIC's
total exposure is six times the amount remaining in its fund that
ensures consumers' deposits.  The report states that the FDIC had
$10.4 billion in its deposit-insurance fund as of June 2009,
compared to more than $50 billion in 2008.  FDIC has so far paid
out $300 million to a handful of banks under the loss-share
agreements, the report says.

According to The Journal, FDIC expects it will eventually have to
cover $14 billion in future losses on deals cut so far, and the
initiative amounts to a subsidy for dozens of chosen banks.

The Journal states that banks that take on the troubled assets
will work to improve their value over time, and FDIC estimates
that the loss-share deals cut will cost it $11 billion less than
if it seized the assets and sold them at fair-market value.  The
Journal notes that by potentially mitigating losses or stretching
them out over time, the deals provide some protection for FDIC's
insurance fund.

The Journal reports that some industry officials worry that
bankers might tire of the partnerships with the FDIC and don't try
hard to rework soured loans, as much of losses will fall to the
government.  The banks still have "material" exposure, and
therefore will be reluctant to do this, the report states, citing
FDIC officials.  According to the report, former FDIC general John
Douglas said that he is examining the controls designed to ensure
that banks play by the rules.  Mr. Douglas currently advises banks
as a partner at the law firm Davis, Polk & Wardell LLP.


* 2009 Defaults Surge to 211, Bankruptcies to 54, Says S&P
----------------------------------------------------------
Two global corporate issuers defaulted last week, bringing the
2009 year-to-date tally to 211 issuers -- nearly 4x the 55
defaults at this time in 2008, said an article published August 28
by Standard & Poor's.

Both of the defaults were based in the U.S., bringing the default
tallies by region to 151 issuers in the U.S., 13 in Europe, 34 in
the emerging markets, and 13 in the other developed region
(Australia, Canada, Japan, and New Zealand), according to the
article, titled "Global Corporate Default Update (Aug. 21 - 27,
2009) (Premium)."

Both defaulted issuers missed interest payments, which so far have
been the leading reason for default this year, accounting for 73
defaulted issuers.  Distressed exchanges follow closely behind at
72 issuers.  The number of distressed exchanges has soared this
year, with the current tally of 73 issuers at more than 4x the
full-year 2008 total and more than 18x the count of four issuers
in 2007.

The number of bankruptcy filings also has surged, with 54 issuers
so far this year having filed for bankruptcy protection, which
surpasses the full-year 2008 total of 49 bankruptcy-related
defaults.  The sharp increase in corporate bankruptcies brings
with it significant difficulties to private equity investors,
particularly for those whose buyout activities in the past several
years placed much of their risks squarely in the speculative-grade
domain.  Indeed, more than half of the defaulters this year either
had or continue to have private equity involvement, which presents
both challenges and opportunities to private equity investors
during restructuring and reorganization.

Of the global corporate defaulters so far this year, 40% of issues
with available recovery ratings had recovery ratings of '6'
(indicating our expectation for negligible recovery of 0%-10%),
16% of issues had recovery ratings of '5' (modest recovery
prospects of 10%-30%), 12% had recovery ratings of '4' (average
recovery prospects of 30%-50%), and 11% had recovery ratings of
'3' (meaningful recovery prospects of 50%-70%).  And for the
remaining two rating categories, 11% of issues had recovery
ratings of '2' (substantial recovery prospects of 70%-90%) and 10%
of issues had recovery ratings of '1' (very high recovery
prospects of 90%-100%).

The precipitous increase in defaults reflects a pronounced decline
in economic fundamentals and earnings prospects, as well as the
continued unfavorable environment for the lowest rungs of the
ratings latter, effectively halting lending to low-rated
speculative-grade borrowers.  A large number of defaults likely
will be concentrated in the first two or three quarters of 2009 as
a result of these factors, coupled with distressed exchange
offers.  Four other factors make the current environment more
conducive to defaults: deep recessionary conditions in the U.S., a
record-high proportion of issuers with speculative-grade ratings,
the highest volume of low-rated issuance since 2003, and the
seasoning of much of the debt rated 'B-' or lower issued in the
past several years.

Because of these factors, S&P's current 12-month-trailing U.S.
corporate speculative-grade default rate forecast is 13.9% by mid-
2010, with a pessimistic scenario of 18% and an optimistic
scenario of 11.4%.


* Chadbourne & Parke Expands Bankruptcy and Fin'l Group in London
-----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP on August 31
announced that Alper Deniz has joined the bankruptcy and financial
restructuring practice in the London office as a partner in
Chadbourne & Parke, the Firm's affiliated partnership.

Prior to joining Chadbourne, Deniz, 36, had been a partner in the
Finance and Restructuring Group of Paul Hastings Janofsky & Walker
(Europe) LLP in London and before that he was an associate with
Orrick, Herrington & Sutcliffe and Jones Day, both in London.

"Having Alper join us is strategically important for the
Bankruptcy and Financial Restructuring Group in Chadbourne &
Parke's London office as we help clients with cross-border issues
in today's economy," said Claude Serfilippi, Managing Partner of
Chadbourne's London office. "He will work closely with European
restructuring head Adrian Harris and be part of our integrated
global insolvency practice chaired by Howard Seife in New York."

Also joining the practice will be Nuala Casey, 32, an associate
who has been with Kirkland & Ellis International LLP in London and
before that, Cadwalader Wickersham & Taft LLP. She has worked on
cross-border restructurings, advising both debtors and creditors,
and on acquisitions, disposals, and reorganizations of distressed
businesses.

"We are delighted that Alper and Nuala are joining our Bankruptcy
and Financial Restructuring Group in London. Alper is an
experienced finance and debt capital markets lawyer who has been
involved in a number of significant restructurings and
refinancings," said Mr. Harris. "Our client focus is strongly
aligned and we have the advantage of having worked together
before."

The Bankruptcy and Financial Restructuring Group in the London
office has been at the forefront of a range of issues relating to
the collapse of Lehman Brothers, from advising fund clients on the
recovery of assets under their prime brokerage and custody
arrangements to the provisions of the forthcoming Scheme of
Arrangement. The group has recently completed the restructuring of
Carlton Screen Advertising Limited and continues to be heavily
involved in the restructuring of Golden Key, a structured
investment vehicle.

It has also advised a fund client on the refinancing of Spanish
real estate developer, Reyal Urbis and has, more recently, advised
on issues for noteholders arising out of the proposed merger of
Baxi Group and De Dietrich Remeha Group. In emerging markets, the
group has been involved in situations arising out of the
difficulties faced by financial institutions in Ukraine as a
result of the global economic downturn, and has advised on
restructurings in Russia alongside the Firm's Moscow and St.
Petersburg offices.

Firmwide, Chadbourne's bankruptcy and financial restructuring
lawyers have represented clients in Chapter 11 cases and corporate
restructurings in the United States and abroad, working for
committees, banks, investment banks, insurance companies,
bondholders and funds. They have had leading roles in the Enron,
Refco, TOUSA, Inc., VeraSun Energy Corp. and Mirant Chapter 11
cases, and represented creditors' committees in the Tribune Co.,
Spiegel, Inc./Eddie Bauer Inc. and Parmalat USA Corp. cases.
Chadbourne is a leader in the use of cross-border ancillary
proceedings, including its representation in a Chapter 15 of the
receiver in the Russian bankruptcy of Yukos Oil.

Mr. Deniz speaks frequently at conferences and writes extensively
on restructuring and insolvency. He qualified as a solicitor in
England and Wales in 1999. He received an LL.B. in 1994 and an
LL.M in 1995, both from University College London. He also
received a post graduate diploma, Legal Practice Course, in 1996
from the College of Law in London.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. Major geographical areas of
concentration include Central and Eastern Europe, Russia, the
Middle East and Latin America. The Firm has offices in New York,
Washington, DC, Los Angeles, Mexico City, London (a multinational
partnership), Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai
and Beijing.

                 About Chadbourne's London office

In London, the Firm conducts its practice employing both English-
qualified solicitors and U.S. lawyers who work closely with other
Chadbourne offices to provide seamless service to international
clients. The London office offers a range of legal services under
both English and U.S. law and, in particular, focuses on project
finance, privatization, energy, bankruptcy and financial
restructuring, capital markets, banking, insurance and
reinsurance, securitizations, structured finance, corporate
finance, litigation and products liability.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                                Total
                                               Share-      Total
                                    Total    holders'    Working
                                   Assets      Equity    Capital
Company             Ticker         ($MM)        ($MM)     ($MM)
-------             ------        ------    ---------   -------
ABSOLUTE SOFTWRE     ABT CN           117           1         35
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)
CADIZ INC            CDZI US           43           7          2
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)   (39,573)
FORD MOTOR CO        F BB         204,327      (9,418)   (39,573)
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           53           1        (20)
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          314        (131)       (11)
SIGA TECH INC        SIGA US            8         (13)        (4)
SINCLAIR BROAD-A     SBGI US        1,606        (148)      (342)
SONIC CORP           SONC US          828         (22)        75
STANDARD PARKING     STAN US          230           4        (13)
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)
WORLD COLOR PRES     WC CN          2,641      (1,735)       479
WR GRACE & CO        GRA US         3,815        (351)       977
ZION OIL & GAS       ZN US              9           7          1
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.

                  *** End of Transmission **